Our Future
by Karina of Darkness
Summary: Oc watches the city. He stays hidden. He steals food from a college student to survive. His life's about to change with that student catches him in the act. Chapter 19 up!
1. 1

AN: Here it is, the long awaited Oc fic. And for some beginner notes...

This is movieverse style Oc. Any comic inaccuracies should be accepted. If you can't deal then stop reading so psh.

I love critiques. But don't flame. I'll laugh at you if you flame. Really, I will.

Thanks to Zhe, Kat, other Kat, Savage Lucy, and everyone else who helped me write this. And especially thanks to Sam Raimi and Alfred Molina for bringing Oc to life!

Yes. In this fic, his name is spelled Oc in this fanfic. Why? Because I said so. So :p.

You see things that can't happen in this fanfic? It's a fic. I'll take some creative liberties.

Smack me if you think Kat is a Mary Sue.

Ah yes, disclaimers....I do not own Mr. Octavius. Nor do I own his tentacles hysterical sobbing. Basically, if you recognize it from the book movie, comic or otherwise, I do not own it. I DO own Kat. So THERE!

And without further ado..

Our Future

_By the tentacles... err...me, aka Karina of Darkness. _

1

She was determined – he'd give her that. For almost twenty days now, she'd been working on this project. Failed three times between those days, none of them in the least successful. Of course, he knew what she was doing wrong. He'd noticed it the first time she had failed. But he couldn't tell her...that would have sealed his fate for sure. Probably her fate as well. So he'd kept his mouth shut and watched her day after day.

Such was the life of Doctor Otto Octavius, more infamously known as Doc Oc. The fusion-scientist turned freak mutant turned criminal couldn't go into the open without running the risk of getting caught by the police or hurting civilians. He'd done enough of that under his arms' influence, and now that the two minds had made a pact, he had no intention to do any more of it.

Spiderman thought him dead, as did everyone else. And although he longed for renown, longed to announce himself to the world, to continue working on what he had been working on, to finally BE successful---but what he had done in his failures already had made it clear that he should not be making miniature suns...that he should not be playing with forces humans couldn't control.

He chuckled dryly to himself as he pondered on this. His meddling had put him in this conundrum to begin with – fused with four extra mechanical tentacles that doubled as arms and legs, also with a personality that didn't always agree with him. It had been that which had driven him to this circumstance of watching silently.

The arms, he came to realize, were shrewd and ruthless, a powerful combination. It was not easy to sway them from what they wanted, but the man was a good bargainer, and the two creatures lived on day-to-day truces and bargains, an uneasy alliance between machine and human.

Otto was now intently aware that the arms were listening to his thoughts. They were intelligent –oh, there was no doubt about that—and very, very powerful. Besides this, his original AI for them, the desire to create this project, had somehow morphed, mutilated, and adapted into a mind with a thirst for destruction. He had always thought it was "them", the rest of New York City, were to blame for his mistake – so they needed to be punished. However, he'd never tipped this off to the arms, and hidden it in his unshared thoughts. Despite their intelligence however, the arms did not understand his problems with his own conscience or the sayings he would use, and would often question them. Nor did they approve of his shame at his own actions. _The company is good for my health_, the man reflected, _though, I suppose, the exact choice on WHAT the company IS could not be healthy._

He shook his head to shake off his thoughts and peeked into the woman's window again. Letting two of the arms hold on the opposite sides of the window frame, the other two looked up and down and around, the concept of boredom running through the arms' thoughts and therefore, the Doc's as well.

The sun began to rise in another day of his new life. Peeking over the horizon, it shed more and more light on the traffic jammed streets of New York City. Cars were lost in the sea of yellow cabs, streetlights, sidewalks and people.

He quickly scaled several more feet up the building and pressed himself to the wall as the owner of the apartment opened the window and stuck her head out. He was always a little afraid she'd look up one day, but that day never came. A small, feminine head, surrounded by a river of brown hair stuck out into the open air from twenty stories high. The woman breathed in the deep air and smirks, chuckling to herself.

"Ah, the smells of the city, pollution, smog, stagflation, and everything other bad stuff that is here in the Big Apple."

This was ritual to the Doc by now. The woman always said something to this effect when she stuck her brown head out the window. After taking another deep breath, she pulled her head back into her apartment and shut the window. Otto cautiously ordered the arms back down, so he could see her work.

The arms hissed their fidgetiness into his mind with more impatience now. He knew they would do something out of control if he ignored them for too long (he heard the sounds of consent at this thought) so he merely told them to stay off the ground.

The arms took off the moment he finished the thought. They plunged almost carelessly ahead, making scrapes on the brick. With speed that even the doctor admired, they circled the large building twice in less then ten minutes, and then scaled the building, taking huge leaps and a few chunks of brick out as the arms dug in. Once, he had been concerned about the noise. The arms had reassured him it wouldn't be a problem, and they were right. It became ritual for the arms to take their 'stretch' early in the morning as the sun rose, before most people were awake enough to care about it. And those who cared were now driving to wherever they went. Those who cared and were still in their apartments didn't look out their windows fast enough, or only saw the slightest hint of sun off metal.

With that same mechanical ease the arms stood up on the ceiling of the building. Considering that three of the arms were planted on the ground lifting him up, the arms were standing more then him. The fourth arm reached into his pocket and handed him his sunglasses, which were tediously placed on his face by said mechanical arm. He leaned back as if he were sitting in a reclining chair, the arms and suit supporting him. He sighed a bit, closing his eyes as the sun began to beat down on him, absorbing the warmth.

Sensing his depression, the arms chittered their thanks to him for their random climbing time and sunk him to the floor. He leaned against one of the raised parts of the roof and closed his eyes, absorbing the sunlight. His extra arms sunk back onto the ground, blinking and looking around. _There are few moments like this anymore_, He thought to himself, _where I can just sit and relax. Might as well enjoy the moment._

For a good fifteen minutes or so he basked in the sun's warmth, the tentacles drifting around aimlessly, looking for something to amuse themselves with. After those fifteen minutes, they finally gave up trying to let the man have some peace and thought their boredom to Otto, who nodded in agreement and finally stood, then let the arms lift him into the air and climbed back down the building to watch the woman again.

She was still working on her experiment. From the looks of it, she had failed once more already and was starting over again. Again, he'd hand it to her—she was determined.

He was about to chuckle to himself about her newest error when his stomach growled. Octavius groaned – finding food was difficult. He had developed a new way to acquire the said food – when the woman left the room, he'd sneak in and grab a few bites from her refrigerator, then eat them and watch her from her window again. Again, he always ran the risk of being discovered doing this, but there were so few things that one could do secretly with four extra tentacles, that being discovered by this woman seemed a minor threat when compared to being discovered buying something at the local Burger King.

He watched her till she grumbled something inaudibly, and then stalked out of the room. With a quiet, graceful movement, one of the tentacles slid up her window while the rest of them worked on sliding through the now open entrance. The doctor was the last one into the room, and at this time three of the tentacles were already opening the appliance and telling the human what was in the refrigerator. Deciding on a yogurt, a bottle of coke, and several green peppers, the arms grabbed the food, closed the refrigerator and began to exit, when the Doc gave them a sharp order to remember the spoon. The arms thought their displeasure to him, then nabbed the spoon and quickly and quietly made haste out of the kitchen, out of the lab, back out the open window, closed it, then handed the food to Otto and sat themselves on the wall so the man could eat his (or, rather her) lunch.

Several moments later the woman came back from wherever she had gone, and then meandered into her kitchen. Octavius prepared himself for what was too come, and when the arms asked why he tensed, he replied that the woman was going to scream.

"WHERE THE HELL IS MY FOOD?!?! WHO IS TAKING MY FOOD?!?!" She swore at the top of her lungs and stuck her head out the window as he pressed himself close to wall, trying to avoid being seen, "SPIDERMAN, are you STEALING MY FOOD! YOU...STUPID BUG!" She swore several times before slamming the window and locking it as the man crept back down from his spot and glanced in again.

The Doctor had to bite back his laughter. All this time, the woman had been blaming Spiderman for his food-theft. It was interesting indeed.

"That's BLASTED IT! I'm TELLING THE STUPID BUGLE ABOUT THAT FOOD THEIF!" She sat down at the computer in the lab and began typing furiously.

Carefully and silently, one of his tentacles pressed itself to the window, peering in and trying to see what the woman was typing. Oc blinked, sending out his visual receivers to see what the arm was seeing.

Mr. Jameson,

Recently I have been aware of your hostile attitude towards Spiderman. Up until very recently I though you were mislead and misinformed. However, it has come to my attention that Spiderman is exactly how you say he is. It appears that he has a penchant for stealing food out of my refrigerator while I am not looking. If you would like to make a story out of this please reply as soon as possible.

Sincerely,

Katarina Morrigan

She clicked the send button as Oc blinked back his vision into his own eyes. He grinned to himself as he munched the stolen pepper, then watched the woman (who, he now knew her name was Katarina) work on her chemistry experiment, failing again. He strolled leisurely up the building, exchanging in brief conversation with the arms. Even now he marveled at his own genius to be able to create something like this. They were able to engage in intelligent conversation, questioning his thoughts and ideas and even opposing some of them.

He spent most of his time exploring or watching. The tentacles knew enough that they had to be almost quiet and avoid the streets, so they mostly scaled roofs and building, watching and learning.

The sun rolled high into the sky as he thanked his worn, brimmed hat from protecting him from the sun. Regardless, however, sweat beaded on his features as he sat down in a shady spot and rested. On roofs, there wasn't much shade, so he thanked his extra arms for providing it. They chirped a 'you're welcome' as Otto closed his eyes and drifted into a nap.

He woke up to the familiar mechanical red eye in his face, and one of the arms nudging him. He also woke to a strange pain in his back. Rolling over, one of the tentacles rose up and thought its displeasure. His new arms told him that he had apparently rolled over onto one of arms in his sleep, and any attempt to remove the doctor would end up with him falling. So the arm had sat very uncomfortably under Octavius until it merely ran out of patience and urged its fellow mechanical arms to awake him so the appendage could move again.

Otto thanked the arms for letting him sleep, then apologized to the one he has slept on, which thought back its acceptance. He stood up and looked around, his eyes focusing on the sun. The arms answered his unspoken question: It was almost six o'clock. His stomach rumbled painfully again, and he sighed. The arms also wanted to practically fly across some more buildings

_Let me get some food first, and then you can run._ He thought to them. One of the arms nodded as the symbiotic being climbed down to Katarina's window. As he suspected (and the arms agreed), her window was unlocked again. One of the arms peeked in, saw nothing, and nodded. Two of the arms opened the window and he pulled himself into the house. Two of the arms opened the fridge while other two grabbed the peanut butter and jelly, the third the bread and the knife.

He turned to leave as a sharp pain ran though one of his tentacles. His mechanical arms lashed out at the offender. A high pitched squeal emitted from the shadow. where the arms had reached out too.

A familiar violence rose within his mind. This creature- this _vile_ creature that DARED touch us in such a way should PAY! They would filet the flesh from her bones with his four arms......

_I have six arms._


	2. 2

AN: I do not own anything you recognize. I don't own Oc, Spidey, etc. it's Marvel's. I"m not making any money! cry!

Thanks for the reviews. I heart reviews. And to Agent Silver, the reason that his name is spelled Oc, is that I started writing it that way thinking "WTF?! Adding a K?! THere is no K in octopus! $#()!!!!" and then I started spelling it "Ock" but changing it would be WAAAY to a painful, as the entire story is now about eighty pages.

So yes, I am lazy. I am also wierd. I love being lazy and wierd.

" ONWARD AND UPWARD! But hopefully not upward." probaly incorret quote from a fic, that i forget which wone it is. But not mine.

Our Future

_By me! Karina of Darkness. _

With the woman out of the way, Oc's arms walked him over to the computer. Or, what was left of it. Not much of it was left, either way, "Really did a number on the woman's computer, didn't you...." The tentacle nodded in agreement, trilling in pleasure again.

With nothing to amuse him or his permanent companion, the two of them scampered out the window.

The arms brought him up the building and he looked up at the night sky, one of his arms taking off the sunglasses and setting them in his pocket as he looked out into the night, noticing the moon, or rather, lack thereof. He zoned out a bit, just watching the stars.

Some time later, a strange noise suddenly shot out from the distance. Curious, the pair walked over to the edge of the building, glancing out. A flash of red and blue caught Oc's eye, and it moved in a sort of UUUU-shape.

...Oc knew that blue and red thing. It was Spiderman.

A biting rage formed in his mind again. This boy had tried to drown him.....

The tentacles reached out for the edge of the building so he could push himself off and aim for the so-called superhero. He was on the edge of the building when his own sense was knocked back into him. At the very angry protest of the tentacles, Oc stepped back from edge and turned back, glancing again up into the moonless night.

He could only pray that Spiderman hadn't seen him. But his most urgent problem was his angry mechanical arms – they wanted revenge on that boy and they wanted it quickly. He was running out of things to bargain with, and this was a very rare occasion. For the time being, he merely pleaded with them to settle down, and to his great relief, they did. They warned, though, it was only temporary, and he was quite understanding of that fact. With a still grudging though in his mind, they sunk down onto the roof sulkily. He knew asking what time it was would receive no answer (and it wouldn't, agreed the arms in his head) so they crawled back down the building and into Kat's apartment.

Otto glanced at the clock – it was just about two in the morning.

The arms' impatience didn't help his own fidgeting as he waited impatiently for Kat to return. The tentacles wanted to attack Spiderman, wanted to attack Katarina.....and again, he was running out of bargaining tools.

_Who am I kidding? _ Thought Oc to himself, _She's right. She'll not return for hours. _He could almost see the sneering tentacles in his mind. He didn't know what to say to them and they knew it.

Sometimes he damned his own brilliance. Specifically, now. He glanced off to the side, hearing the arms' voice ringing in his head.

_**Why not cause chaos? It would be interesting to make your reentrance as such....do kidnap the woman. It works out both ways...she returns here, and you make yourself known....Don't you want both of those? We know you do. **_

The idea was painfully tempting. So painfully, in fact, he felt his own mind begin to agree with it. Persuasion or not, he wanted to be known. It was part of his ambitious nature, part of his own desire. Spiderman's words came just as painfully (if not more) back to him – that sometimes, you have to give up your dreams.

Those weren't words of a college student, superhero or not. He had tried very, very hard to erase Spiderman's identity from his mind, but somehow, he couldn't. How could the boy who had told him so many times how dangerous his experiment was been the same boy who he had tried to kill?

He blamed the attempted murder of so many innocents on the arms. And they hadn't exactly denied it, either. Peter Parker – the brilliant yet lazy student who was Spiderman....somehow, it seemed impossible to him. Even to a nuclear and fusion scientist, it seemed so....so just impossible.

He shook off his wanderings. It was best not to think of people like Spiderman and Parker, people like himself two weeks ago. His arms' mind prodded at him to use the idea. Prodded rather insistently.

With a heavy sigh, Otto nodded and turned back to the window.

_Do not hurt anyone._

The tentacles reached out and grabbed the window, catapulting him out. He fell several stories before one of the arms reached into the brick of the building and stuck him firmly to the building.

_The night air feels good, _reflected Octavius, as the arms pulled him along the brick easily and skillfully. His mind was at ease and at peace. He had a strange feeling that this was because the arms were getting their way, and they promptly agreed.

He stood (or it would probably be more correct to say his tentacles were stuck firmly into the building and he floated there) on the side of the building. Inside, he could hear the deafening noise of the club. The arms were fairly sure this was where Kat was, but even if it wasn't, there wasn't any loss. The arms wanted to cause this chaos....and they were. It was their show, and Otto stayed out of it.

One of the arms shattered a window on the top of the building and held himself to the ceiling. He was not noticed, and he expected such. The band blared Marilyn Manson, and light flashed and blinked, and people danced in an incredible mob, bouncing off each other and screaming at the top of their lungs. He couldn't pinpoint anything specific, but he was sure that there were more then a few indecent acts going on at the time.

He did not see Kat, neither did the extra arms. The arms mentally shrugged at this, but Otto was upset. He wanted to see Kat here, so that he could justify the situation. But she was not here, and his own conscience gave him an uncomfortable stomachache.

He was psyching himself up to argue with the tentacles to leave again when air rushed over his face. His feet landed unsteadily on the ground and as he snapped back to his senses, he realized that all around him was panic. The arms shot out, weaving through people and smashing machinery, destroying the stage and instruments, smashing through the bar and destroying hundreds of dollars of alcohol and glass.

The arms urged him to speak. To make some daring, witty comment to the populace. They had been smart enough to put the sunglasses on the human's face, so when Oc looked at the people around him, they did not see the confusion or the problems in the human's eyes. He felt their incessant prodding in his head again.

"I'm back."

He turned in a full circle to lock eyes with everyone looking at him. Or rather, they only saw the reflective metal of his sunglasses. They didn't hear the half-heartedness in his tone, only the words that came out of his mouth.

There were moments of stunned silence, moments of intense shock. The people stared at him as he watched all of them. Finally, there was a sound. A frightened squeal from a woman in the back, though about what, was unknown. That roused the crowd.

Chaos erupted again.

Otto could feel the arms' glee. They loved every moment of this. The arms shot into the raving crowd and grabbed people, then dropped them only feet away. They hurled the shards of glass into the crowd. There were screams. He knew that. There was panic and disorder, anarchy to the extreme. He didn't want to be here --- letting the arms come here and do this was a mistake. He wouldn't make this mistake again.

Forcing control onto his extra extremities, Oc used his extra arms climb up the building and onto the roof. He jumped roofs as quickly as he could. The arms were cursing and sputtering at him, hitting him with wave after wave of a mental barrage. But he ignored it this time, jumping and climbing and grabbing roof after roof until finally, he reached the end and plunged himself into the Hudson River, exerting as much control over the tentacles as he could not to save himself. He would die this time. Death would be peaceful—no worries about this other mind or what it did or what it wanted to do or how it did it, or being discovered—

--- a sharp jolt brought him back to his fall...or rather, his stop. He realized now, he wasn't falling. He was hanging by some cord. On his back. one of his real arms went to feel it. It was thin but strong, like a spider's web.

....a _spider's _ web....

He was being pulled up now, by Spiderman. The arms still hissed and sputtered in rage, but now he wasn't sure whether they were angry with him or Parker.

After what seemed like a long while, his head finally did not have building to lean on, and his entire body tumbled over the side edge of the building. He stood, wearily, taking off his sunglasses and planting them in his pocket, then sat on the edge of the building. The arms, still mostly under his control, hovered behind him, blinking at the superhero.

"Take off that mask, Parker." Otto ordered wearily, "I'd rather see your face then the face of their enemy."

Spiderman shrugged, and slid off the mask. Peter Parker's eyes were wrinkled in confusion and even some sympathy as he squatted down next to Oc, "What was that?"

"I tried to kill myself."

"I thought you were already dead." Peter stood up and glimpsed the other way, back to the city. Even from here he could hear the sirens of the police at the destroyed club, "Everyone thinks you're dead."

"I know that." His voice was hollow as he spoke, looking down at the ground, "That's how it was supposed to be."

"That doesn't make any sense. It's hard to keep secret when you destroy something like that." His tone was the least bit accusing in the reply, "And it's hard to keep a low profile with you, anyway." He glanced up at the mechanical arms, which were generally staying in one place. After a rather uncomfortable silence, he asked a bit darkly, "Why aren't you attacking me?"

"I have no reason to."

"Then what was before?" Again, the accusing tone snuck in, "Like when you destroyed that club? Or send that train off the edge? Or kidnapped that woman?"

"Shut it, Parker. That wasn't me." Octavius was bitter and quiet as he responded, his eyes not moving from the floor, "You wouldn't understand."

"Maybe if you tried to explain it to me, I would." The superhero turned back to Oc and squatted down, trying to catch his eye, but to no avail.

Oc finally looked up at Peter, giving him a torn and haunted look, "For the rest of my life, I will hear the voice of the arms. They like chaos, Parker, they like panic and anarchy. They want to cause it as much as possible, yet, every time I see my creation—part of my body now—do that, my heart wrenches. They were the ones who destroyed that club. Who robbed the bank and held hostage an old woman. Then, I was with them. I agreed with all they did—but then, you opened my eyes, Peter. I thank you for that. But they hate you, hate you with such a violent passion that even now they try and retake control of the arms, so that they could rip and tear and mutilate you. Until now, we've made truces to try and stay hidden...but I suppose the game is up now. You can take me to jail if you want, Spiderman....but one way or another, they'll break out. Even if I don't want too."

Peter looked deep in thought. His eyes flashed with sympathy, but after that, his emotion became unreadable. After minutes, he responded quickly, "I see."

"Now do you know why I tried, Peter? Why I tried back then to bring me down with the fusion generator?"

The college student nodded silently.

"It's them who came back that time. And you, this time." He looked back onto the ground, his disheveled hair falling into his face.

Silence spread over the area after that.

"You have to come to terms with them."

"How?!" Otto stood up abruptly, almost demanding, "Let them go on their violent spree of death and destruction? Or perhaps I should spend the rest of my time letting them curse and swear and beat at me, mentally? "He practically glared, "You can't cut them off. They're part of me –it'd be no different then losing your real arms. I could even die from it. You can't disentangle the suit from my spinal column. And you can't remove the AI from the arms. Nor, can it be changed. Are there any other options, Spiderman?" The tentacles moved to slightly in front of the human, signifying his anger.

"You have to try."

"Try what?" Oc sat back down on the edge of the building, "I've run out of bargaining tools, Peter. I have nothing to give them in return for peace."

He sat down next to the depressed doctor, placing a hand on Otto's shoulder, "I don't know what you can do. But I do know you can find a way. You're Otto Octavius..the most brilliant nuclear and fusion scientist in the world! You almost won a Nobel Prize!"

"Great place that got me." He muttered darkly.

"There's surely a way to fix it."

Oc shrugged and pushed Peter's hand off his shoulder, and looked off into the rising sun.

"Of course you could-------"

The ex-scientist blinked at the cutoff, "Could do what, Parker?"

When he received no answer, he turned back. No Spiderman. The arm nudged him, and he glanced down.

At the base of the boy's neck was a bloody spot. He kneeled down and gingerly pressed his fingers into it, feeling the blood flow.

A terrible sense of dread washed over him from one side as an impossible delight rose washed from another.

He turned, slowly, afraid, to look at his extra arms, his stomach clenching painfully.

One of them was bloody.


	3. 3

Disclaimers...and claimers too: I own Kat...I do not own Spidey, Oc, his tentacles, whatever the case may be, I am making no money off this..blah blah blah blah....disclaimers should go jump off a cliff....

Dedicated to Sehkmet aka Jen Tanner for telling me I was screwed.

The doctors at the end of this chapter piss me off, it may be rewritten. I already rewrote parts of this chapter, acutally. It's just not a good chapter I just don't like the doctors..

And I love reviews, they are the reason this story is about 100 pages right now. You inspire me. I love you all, really, I do.

Anyway. Back to my fic.

...Our Future......  
..KoD

Oc screamed – he'd just killed Peter Parker! Killed SPIDERMAN! He fell to his knees and smashed his own head against the pavement, sending his mind reeling. In a confused state, he again wrenched the control of his tentacles away and jumped off the building, and this time, he'd hit the river. And he'd drown.

But of course, it wasn't that easy.

Feet above the water, as he was praying to god for his redemption, he fell onto something which pulled him back onto the pavement. Something metallic and tight was slid over his extra arms, binding them together. He felt cuffs placed around his real wrists. And in his half-dazed state, he was pushed into a car and sat there, blessed unconsciousness not coming.

He didn't know how long it was till he was roughly shoved back out of the car and into a building. He sat there in that strange, deadened state. Another time passed until he finally came too. He finally blinked and looked around, his eyes blinking into focus. His head hurt abdominally. Something sticky was on the side of his head, and after thinking for a moment, he realized that this was blood running down the side of his head from where he had smashed himself against the concrete.

"Awake in there, Doctor Octavius?"

He gave a little preoccupied nod. Now, he wanted to know what was around his tentacles. He glanced at it and thought for a moment, then came to the conclusion that whatever it was, it was meant to surge electricity from the appendages. He tried to move him, and the thing gave a jolt that seemed like a split second of being burned alive. It was so fast, he wasn't really sure if it was there at all.

The arms' mind was quiet. Too quiet for Oc's comfortableness. _It's conspiring_, he thought to himself, _on how to escape. _

"Can you answer me?"

Otto turned to where the voice was coming from, behind a set of bars that occasionally crackled with electricity. He was in a cell created specially for him, "Yes, I am competent and conscious. Would you mind a towel to staunch the bleeding in my head?"

The bars were powered down, then lifted. Two doctors came in surrounded by seven or eight policeman wielding charged weapons, and the doctors began to wipe and clean the wound. He had bashed his head in quite badly, and would require stitches. They wiped up the blood and pressed a cloth to it, then pulled a syringe.

"Don't anesthetize me." He said quietly.

"Why, doctor?" Asked the doctor with confusion.

"Just, do not, please."

The other doctor glanced at Otto, "Are you quite sure?"

"There are few things I've been more sure of in my life."

"Yes, doctor, if you say so..." The two doctors shrugged to each other and placed down the syringe.

The other doctor picked up the needle and threaded it. He carefully pierced Otto's skin, who took it unflinchingly. Twelve times, the needle went through, creating six large stitches, and Octavius remained still the entire time.

One of the doctors cleaned it again, then placed a large bandage over it. The two nodded to each other and exchanged a quiet word with the policemen. One of the policemen nodded back , and the doctors left.

Oc looked up at the cops, who returned his gaze with a hard, cold stare.

"You have me in here for a reason, do speak it," said the ex-scientists to the others.

"Get back in your cell, Octi," was the grunted reply. With quiet obedience, he did so, watching as the bars were again charged with volts of electricity.

"I am well aware of my rights, sir, and one of them is to be told why I am being held here."

The two of them exchanged a whispered conversation and the other cop turned to Oc, "You destroyed a building, sent three people into the emergency room in critical condition, killed one of them, and sent over two hundred people home with various light injuries."

The imprisoned man went pale, "...dead?"

"Yes, dead."

_You promised not to hurt anyone......_

He didn't receive an answer, and he wasn't surprised, "Anything else?"

The policeman shook his head.

At this, Otto stood up quickly and stepped closer to the bars, "You have to let me out! I have to get someone! Please."

Both cops snorted, "Nice try, Doc Oc."

"No...really. Please, I beg of you, I need to get out..I need to get someone."

"I'm sure they can be gotten too by one of us."

"No, they can't....they're on top of a building that you can't get too by any way but the outside. I need to climb up it."

"Who are you looking for, Oc?" The cop on the left cocked his eyebrow.

"Spiderman."

At this, the one on the right burst out laughing, "To kill him, right?"

"No, I need to save him. He's dying, if not dead. And I won't let him die. I won't let another death on my conscience. Please, I need to get him. You have to believe me! This is urgent. I swear over my wife's grave, I'll come back as soon as I get it. I'll even bring him back here. I _need_ to get there!"

"I don't know, he sounds pretty desperate."

"What happens if he runs off?"

"Then we lose our jobs."

"You have to," Otto pleaded again, "I don't know what I can give you if you do, but I whatever you can get, within reason...I can get it."

The cops again exchanged looks, "I want all the gold from the city bank."

Shaking his head, Oc replied, "I won't steal anything anymore."

The two again exchanged glances, then back to Oc, "Fine. Don't come back and I swear over MY wife's grave, you'll regret it."

Octavius stepped up and motioned to the thing around his tentacles, which was promptly removed. His handcuffs taken out also, he tentacle-walked over to the entrance and tipped his hat, then dashed out.

Oc had no idea where he was. He climbed up the nearest building and noted the Hudson –he was faaaar away.

_Are you there?_

_**Of course.**_

_Can you get me to Peter Parker's body?_

_**Of course. We know exactly where he is.** _

_Will you? _

_**What's in it for us?**_

_You don't get that electric ring back around your arms. _

_**Deal.**_

They took off, at amazing speed. Oc could never get them to move this fast – he supposed it was all about motivation. He received an agreement to this thought as they bounded across the buildings.

It was not long at all before they landed him on the building where the hero's fallen body lay. Rushing over, he scooped up Parker in his arms. The boy wasn't bleeding as much as he had been...but he was bleeding, nonetheless. As a last minute thought, he grabbed the Spiderman mask and put it on the unconscious boy.

He waited for the arms to propel him back, but nothing happened.

_Take us back?_

_**What's in it for us?**_

_I don't know...I'll think of something._

We do hope you think of something satisfactory.

Finally, he was launched across. They did not have that same reckless speed that they had on the way to the body, but the pace was impressive anyway. As the arms flew him over the buildings, he wondered how long he had been out of it. From there to the station was a long way, and in the busy city streets, it would take a good half hour to hour to get there. In what was only taking the arms twenty minutes, approximately.

With a final crash he landed back at the station. The two cops gaped in amazement at the body, then dialed 911.

"We need an ambulance at the police station at 51st and 12th. Spiderman's unconscious and bleeding badly."

_What time is it?_

_**5:02 AM.**_

_My gratitude to you._

The ambulance arrived in record time for that, as several people rushed out to help. One of them looked at Oc and raised an eyebrow and was rewarded by a cold stare. They shrugged and loaded Spiderman onto the ambulance, then rushed away at record speed (again).

The two policeman looked a bit awkwardly up at Otto, "We didn't expect to you keep your promise."

"I though you didn't." Oc smiled thinly, "Though, I thank you for letting me go. I do not know how to repay it."

"Saving Spiderman would be repayment enough." Replied one of the policeman, "We should put the cuffs back on you."

"You can put them on my wrists, but not my extra arms....there are certain circumstances which forbid it."

"I suppose you've done your good act of the day.....but, you do have to get into the prison."

"I have no problem with that," he tentacle-walked into the room and watched the bars activate from behind them.

"So...how did you get that thing on the side of your head?"

"I smashed my head into the roof." He gingerly touched the bandage over the wound.

"Why?"

"I was angry with myself and a few others."

Otto sat on the bench and waited quietly after that, because the policemen didn't ask him any more questions, even though he would have answered them. He wished that they asked why he knew Spiderman was so beaten up. That information was the one currently killing his conscience right now. He had been so absorbed in his own self-pity that he had forgotten about the arms, and they had nearly killed the boy because of it.

"May I use the phone?" One of the policemen tossed him the phone from between the bars. He quickly pulled the scribbled number on paper out of his pocket and dialed it, waiting for the phone to pick up.

"Hello.........Otto.......Yes, hello to you too.......... Yes, that was me, the one and only......very, very funny, really, I assure you......police station........because I beat up the club......Heh, yes, they did the same to your computer as that place.......now, don't know injuries yet......ok.....bye." Oc tossed the phone back, and it was quickly hung up.

"Who was that?"

"Someone I recently met, it does not concern you." He turned and faced the wall, obviously with no intention to answer any more questions about the phone conversation.

Speaking of phone conversations, the phone rang inside there only minutes later. One of the policemen picked it up, nodding every so often and making noises of agreement such as 'yes, sir' and 'uh huh' and 'right away'. This continued for several minutes until the cop hung up the phone and glanced at Oc, saying, "They want you to go see Spiderman. Says he's looking for you. Just regained consciousness, has ten or twelve stitches in his neck. I'm sorry to say that I'm gonna have to put one of those rings on you."

Oc shook his head again, vigorously, "You can't."

"I don't have a choice."

"Where is Spiderman being held?"

"Hospital on 22nd and 5th ave, why do you ask?"

Otto turned and aimed his tentacles at the wall behind him. The bars may have been electrified, but the walls were plain steel and that was all. With three loud, strong crashes, the arms ripped and tore a hole in the wall. Oc walked out nonchalantly, his arms climbing up the nearest building and sending him over to the hospital named.

By the time Octavius had arrived at the hospital, the press was swarming. In the back of the crowd, he could see policeman trying to get through the paparazzi mobs. Though, of course, the media cared little for arresting this man, HIM, as long as they could get some words from him. They (as the press often were) were risking their lives to get close to the ex-scientist, getting videos, pictures, and anything else of him. In one way, Oc very much enjoyed it...in the other, he couldn't stand it.

His name was shouted from all directions, the tentacles occasionally lashing out at a reporter here and there, destroying cameras and notebooks. He chuckled to himself as he ignored them --- he was no stranger to the press.

"Doctor Octavius! Doctor Octavius! Can you explain why your extremities are so violent towards the media?"

This one caught his ear, and he glanced off in that direction, "Could you repeat the question, please?"

"Why are your extra arms destroying the cameras?!" She shouted again.

"Because they sense my displeasure towards said cameras, and they also like to destroy things." He responded with an eerie smile. At the end of this, one of his arms reached out and snatched the notebook from this certain reporter and flicked it off in a random direction, sending the woman scrambling for the book, which bore the precious quote.

It would be wrong to say Oc felt bad about crushing the presses' cameras. In fact, he was quite enjoying it. He had never quite liked the press, especially the critics. He had a pretty good feeling quite a few of them out today were critics who were giving him 'I told you so''s.

He did eventually reach the door to the hospital. At this, two of his arms shot out, ripped a pair of cameras from a pair of unsuspecting hands, took pictures of the two empty mechanical arms, and then tossed the pair of cameras back into the fray. The press practically jumped at the cameras and ended up in two large piles over the two cameras. Oc's real arm opened the door, then closed it behind him as he left the massing press to argue over who got to put his arms' picture on the front page.

He slowly scaled the stairs, heading for the emergency room. His demeanor changed, staking a few last laughs from the press, as he face smoothed over he entered Spiderman's room to see what the superhero wanted.

His spidey suit was still on save for the mask. However, his face was down onto the headrest, his eyes covered at the moments. This time, he knew the anger that bubbled alongside his mind.

_Not this time. I let you destroy the cameras, and even went along with it. _

The arms agreed, a bit grudgingly. Quietly, Octavius moved to stand next to Parker. He then noticed the line of stitches to the side of the back of his neck. There were a good ten or twelve stitches there, and although his neck had been cleaned to put the things in, blood was still matted in his hair where it had flowed previously. Oc's hand went to the to the bandage on his own head, then placed it on Peter's shoulder.

"I'm awake," he replied weakly, "though I'll need a blood transfusion within the next twenty four hours."

"What blood type are you?"

"O positive." he boy on the table gave another sigh.

"The most common blood type --- so we don't see what is the problem."

"No one else has spider genes in their blood."

THAT made sense. Horrible, bloody sense. Parker was going to die because of he was Spiderman. Otherwise, he would have been fine, "You'd need someone else to get bitten..."

Otto didn't know what to say to that...how do you explain that a superhero will die because he is just that?

"And I don't trust anyone else with it. Neither do you."

Octavius nodded wordlessly, "What do I have to do with it?"

"I want you to take the bite."

"You can't be serious." His brow wrinkled deeply, his mouth curving into a frown. He glanced to the passive arms, which, at the glance, chittered their irritation and fidgetiness. He knew he didn't have a lot of time, "With them...if they got control..."

"Can't they only take control of themselves? Of the arms? You could use the power to keep them in check if you wanted."

The thought dawned on Oc as Spiderman spoke it. He was right. And he could feel the arms' irritation at him BEING right.

"My time is up...they may attack soon."

"You know where to find the spiders?"

"Yes. I remember being dragged to a seminar about it, thinking it was unimportant, before I tested a certain experiment of mine."

"Good luck."

"Please stay alive until I get back. I do not think I could live with another death on my conscience, nevertheless of Spiderman."

"I'll make it a priority."

Oc turned and walked out of the room, shutting and locking the door behind them, then breaking off the knob, making it impossible to get in. He tentacle-walked down the stairs and outside. This time, he ignored the press completely, as a matter of fact, he walked right over them, ignoring whomever he crushed with the arms and immediately took off up the nearest building and away.

_What time is it?_

_**6:23 AM. Why do you care so much about the time, suddenly? Are you awaiting the woman's return or some such?**_

_I am hungry. _

Oc was careful to smooth the lie over the truth, so that the arms believed him. In truth, yes, he was waiting for Kat to return. He also wanted to see the newspaper, to see who had gotten his pictures and what they would make of them. Of course, the photos had been way past any paper deadline, but for pictures of his tentacles taken BY his tentacles, he bet they'd probably make an exception.

Every time the arms crashed down onto the rooftop cement in front of him, they complained. They did not approve of this. But Octavius didn't care. The fact was, he was doing this. Spiderman wouldn't die because of him. He wouldn't let that happen. And if he did.......well, he wouldn't.

He landed with a crash in front of the museum, tentacle-walking over the barriers and into the museum. The screaming of the crowds below did not reach his ears (mianly because of his focus) as the civilians fled under and around his mechanical arms. His eyes scanned the directory, looking for the place most likely to house mutant spiders. He noted the third floor, and nodded to one of the tentacles. The actuator grabbed the wall as its brothers followed suite, bringing Otto up the wall. By this time, the police were thudding up the stairs, baring guns and batons. The doctor snorted - like it was going to do anything.

They positioned themselves around the tentacled terror, guns drawn. Otto drew in a deep breath and shouted, "CAN'T YOU SEE I'M TRYING TO SAVE SPIDERMAN'S LIFE?!"

This actually did stall the men for a time enough for the arm to shatter the Plexiglas surrounding the super spider and pick it up placing it on his wrist. He tapped it to piss it off, and it sunk its fangs deep into this skin in response. The pain was blistering for a moment, similar to when he had given himself a laser burn working with tritium. Or holding a lit match too close to your skin. It was a strange sensation, but not ignorable. He had been surged with hundreds of volts of electricity - a spider bite didn't compare. He shook the creature off his wrist, and dropped the spider back into its cage and pressed the broken Plexiglas into the spot where it would escape. He prayed the spider would stay inside the broken place and ordered the arms out again. They grumbled, clearly wanting to beat the cops up, but agreed grudgingly. By this time, the policeman had started shooting again, and there were constant 'flick flick ching' noises as one of the mechanical arms blocked bullets, the other three holding him to the side of the building. Those three arms scampered up the wall and shattered a window, climbing out. Otto sighed in relief - had there been a helicopter, he would have no idea what to do. But there was none, so he climbed to the side and on top, making it impossible for the policemen to tell where he was. The actuators made a comment about lack of police helicopter, much like he had, as they moved Octavius swiftly back to Peter. This time, however, instead of taking the steps, he crashed though the skylight in the hall and smashed into Parker's room, who was lying quietly in the hospital bed, possibly unconscious.

Otto moved toward Peter and opened his mouth to speak. But his throat was dry, and he wasn't quite sure of the reason. Nevertheless, he swallowed and opened his mouth again, but the sudden wave of diziness caused him to take a step back to steady himself. He blinked rapidly, trying to dispel the fuzzy black creeping up on his vision.

One final wave of fatigue, and Otto Octavius crashed to the ground, yanked into a barely consicious sleep. The same sleep that hit Peter Parker, soon before he began his joint life as Spiderman.

The tentacles all glanced at their host, chittering to each other. They began to extend toward Peter, but there was another disgruntled chirp. The top two actuators glanced back at their brothers, who could not reach the fallen hero. The front two clamped down on the tile and pulled Octavius a little forward, dragging his front against the tile. A sleepy grunt of complaint was the answer, but Otto did not awake. The two back arms finally extended nearer the hospitialized boy, all four of them looking at eachother and then at Parker.

"I know you're there." Peter spoke wearily, his voice muffled by the headrest.

One of the arms crept under the headrest as the other pulled off the blindfold. Parker looked at the red eye in the middle of the claw, watching it with a tired caution, "Are you going to kill me?"

The arm shook and rippled in a way that could almost mean no.

"You're not?"

It repeated the gesture.

"Why not?"

The tentacle pulled back from its spot under the headrest. There was the sound of metal against metal and then a sharp, flaming pain in the back of his neck. One of his hands flew up to feel what it was—the mechanical arm was pressed into his neck, and there was a metal wire piercing his skin.

_**It would not be wise to try and dislodge our arm, as you may kill yourself in the process. **_

Parker blinked. Was he hearing things?

_**Yes, you are. Why do you think a wire is in your neck? It is so we may speak to you like this, it is easier. **_

"So....then, why aren't you going to kill me?" He spoke vocally, not quite sure how to send the arms his thoughts. They seemed to hear him vocally as well, so it worked out, he supposed.

_**We do not want to hear his morbid complaints about death and destruction. We cannot understand your aversion to it. He spoke that if you were to die, he would kill himself as well. We would not want to see that happen. As you saw, we fight for control over us. Had he tried to commit suicide, he would have summoned up the energy to make us let him drown. **_

"It's for your own gain."

_**Everything is for our own gain. **_

"Why didn't you kill me before?" Peter's hand weakly touched the wound on his neck.

_**You moved. Had you not, you would have been dead. Unfortunate. **_

"Does he know you can do this?"

_**Just as he has his secrets from us, we have our secrets from him. He does not know we can speak to others. And you will not tell him.**_

"Could you control me if you tried?"

_**No. We do not have enough connections to your nervous system. We do not yet have enough connections to his nervous systems, even. **_

"So it's one-way?"

_**In a sense. **_

"I...had no idea you were this intelligent."

The arms snorted in his mind. **_You see now why he faces his problems with us. He lacks the desire to destroy, something which we so hunger for._**

"It's like fighting with another person."

_**Fighting with another mind would be more correct to say. **_

Peter blinked, amazed. This was the "smart" part in the smart arms? Otto was a genius to create something this intelligent, even though it was clear he didn't appreciate or marvel at the sentience of the arms, given the fact the doctor probably fought with them more times then Peter had captured crooks, "Do you mind...," Saying it felt weird, and he stumbled, "ehm...leaving my head now?"

_**You know that we hate you.** _The voice of the arms was cold and could easily be called mechanical. It did not speak with any sort of emotion...or none that he could sense. It was possible that Octavius, with the practice he was bound to have, could hear it. **_But, we have grown a certain grudging fondness for him, despite his humanity and flaws And we will not face his whining about your death._**

Again he heard that sound of metal against metal and almost felt the wire being drawn out of his neck. The tentacles walked over to the corner of the room, dragging the unconscious doctor with them. They sat him down somewhat cautiously, then floated around, peered at everything and blinked for some time.

Time mattered little to both of the wakened inhabitants. Parker knew it was not nearly twenty-four hours, and the arms couldn't have cared either way.

Otto slowly opened his eyes, his senses come back to him slowly, "Yes...I'm fine..." he responded to the arms vocally, not really awake enough to think back to them. Peter, who was now sitting on his hospital bed still in his spidey suit, watched the man slowly stand, glancing back at the arms, then to the superhero, "I didn't expect you to be alive."

"Neither did I."

"They didn't....?"

He shook his head.

Oc blinked in amazement, hardly believing, "Well then....I suppose we can give you the blood transfusion now."

He nodded this time.

The arms helped him to his feet and they quickly climbed down the stairs, bursting into a lab. He congratulated the other mind on its good guess – they were testing blood samples here.

"What do you want?" asked one of the doctors with a scowl, "and what are you doing here?"

"I can provide the blood for the blood transfusion for Spiderman."

Another one of the doctors came over, "Is that so?"

Oc nodded, "It is so."

"We'll have to do a blood test on you if you want that to happen so badly, though I'm not quite sure why would considering that you did try and kill him not long ago.."

"You don't need to understand, nor do you need a blood test. I know I'm right. And if not, he'd die anyway. He has nothing to lose. All I have to lose is blood cells. Now quickly, he has less then a day."

The stunned pair beckoned their fellows over and the group of about six followed the ex-scientist into another room.

He held out his arm, and the blood was quickly taken into the bag. He kept in conversation with the arms while this happened, about Spiderman. Their conversation amused Otto, but the tentacles' mind still kept their ability to chat with others a carefully guarded secret. A few insult were traded, a few compliments suggested. More insults then compliments, as per usual. The doctor practically smirked to himself – he'd made a pretty nasty AI.

Time flew, and the needle was pulled from his arm. The bag of blood was unhooked and taken upstairs, and Oc did not know quite what to do with himself right now. He could go see Kat, or he could go back to the police station...what a choice.

He would not consider a life of crime. This wouldn't happen. He'd rather be hit with the arms' barrage for the rest of his life then do something like that again. Finally deciding on going to Kat's house, he stood up and launched up the building.

_**Yes, yes, we will take you to the woman's house. We knew you were anxious to see her again. Please, for our sake, do not form an emotional attachment.**_

Otto chuckled, _Even if I were, I think the greater question is how could she form an emotional attachment with me......or more specifically, you?_

A brief snort was the response of the arms as they set Oc down and scanned around. They then jumped off in one direction, flying in the air and latching onto the next building, then climbing up this building and flying to the next one and so on and so forth until they stood upon the building in which Katarina had her apartment.

Octavius was not quite sure what to say to her, or what exactly to do. It was Saturday, she'd have no classes, and by now, (8:13 AM, the arms added), she was bound to be home, if not with Jay as well.

He scuttled down the building and opened the window, creeping in and peering around. He heard and saw no one. The apartment was as bad as he had left it very early that same morning. He was about to leave again when the door slammed open, a sober girl and a drunken man entering.


	4. 4

Insert typical disclaimer here, because I REALLY don't feel like writing it

_Our Future. _

By KoD. That's me. I'm a kod.

Oc jumped up and held himself on the ceiling to watch them. This was Kat, he recognized her. She was cold sober, that much was clear, but the boy next to her was dead drunk.

Kat didn't apparently notice the doctor on her ceiling as she walked in.

"Blasted asshole, didn't even clean up after himself," She groused to herself as she picked up wads of clothing and just them into her closet. She carried several handfuls of these until the floor was, amazingly, visible. Next, she grabbed the dustpan and brush and scooped up the remainder of her monitor, tower, speakers, printer, and modem and dumped them into the trashcan. Her next move was to clean the jelly from floor and dust-bustered all of the glass shards, hoping she hadn't missed any. The bread and peanut butter were still fine, so she shoved them both in the refrigerator. Placing her hands on her hips, Kat nodded to no one in particular and then walked over to the man who was on the couch, slurring.

"You need to get some sleep, Jay."

"Imzzaa funee....Realuh.."

She chuckled and wrapped one of the man's arms over her shoulders. Lifting him up, the woman dragged her boyfriend into the next room (Oc didn't dare to move for fear of behind heard), but there was a heavy thumping noise and Kat returned without the body. She sat down on the couch and closed her eyes, "You can come down now, Tentacle-boy."

The said tentacle boy dropped down from the ceiling and landed with a THUDDD, "How did you know I was here? You didn't look up."

"The window was open. There was a crash. Plaster fell on my head. You twitched." She grinned in his direction, "Had fun all night, didn't you?"

"Fun would hardly be the word used to describe it," He replied darkly, pulling over a chair and setting himself down in it.

"You sound like a such a happy person, tentacle-boy. Want a drink? I have Budweiser, Heineken, and some crap wine." She walked into the fridge and opened it.

"That's not allowed. You're not old enough to drink yet."

"Yeah, I know that. The landlord checks my kitchen every other month. At that point in time, I hide it under the sink. Then it goes back to the fridge."

Otto rolled his eyes, "That's horrible of you."

"And let's not talk about all the horrible things _you've _done, tentacle-boy. I daresay they're much worse then underage drinking." She gave him a little half-glare and grabbed a chocolate bar.

The comment hadn't been meant to hurt, but it did, "Whatever you want is fine." He said, his voice turning hollow again. The man hadn't drunk in a long, long time. Since before he got married. Now he saw why people turned to this stuff – at this point in time, he was about ready to drown his troubles as well.

"Oh...sorry about that. I didn't mean to be mean or anything....here.. have a Bud, I think they taste better..." She tossed him one of the glass bottles.

One of tentacles shot out and grabbed it, another popping the top and holding it in front of Oc so he could take a long drink.

"That's weird."

"What?"

"Watching your tentacle hold it while you drink it like that is kind of creepy."

"Oh, I see," replied the doctor as he took another drink. Wanting to change the subject (the arms asked why, but he didn't respond) he glanced towards the bedroom, "Was that Jay?"

Kat chuckled, "Yes, unfortunately, that was Jay. Jay with a BAC of a bazillion. Jay after he took more then six shots of tequila. And various other liquors."

"He's...pretty drunk."

"That's what I was implying, Tentacle-boy," She opened her mouth to reply , but the ringing doorbell interrupted her. Oc jumped up onto the ceiling as Kat opened the door.

"Mail this early?" She cocked an eyebrow.

"No, miss, in fact, it will be coming late," replied the postman, handing her several sheets of paper, then tuning and walking.

Kat closed the door and looked at them, but one of the mechanical arms grabbed the top one off the list and handed it to Octavius.

"That was mean." He half-frowned up at him, "I was reading that."

"I know," he replied with a smirk as his eyes scanned the page, "I suspected so."

"all the newspapers and everything coming late....I wonder why..." .She looked up at him again.

"No...idea..." he dropped back down to the floor, handing the paper back. She gave him a good smack to the side of the head when they were at about the same height, and he grumbled, "What was that for?"

"You were being a dork."

Oc shrugged, "Don't hit me. I don't care. They do."

Kat stuck her tongue out in response.

Before Otto could react, one of the arms shot out and grabbed Kat's tongue in its metal grip. Kat squealed and tried to pull her tongue back into her mouth, but one did not win a fight against a metal arm. After a few seconds of panic, the arms let go and Kat swiftly put her tongue into her mouth, "Ow."

"I told you they did." He said with a straight face, then took another sip of the beer.

"Well, grrr on you." She wrinkled her nose this time, so she didn't have to worry about anything nabbing her tongue. She stretched all over the couch and leaned her head on the headrest, "So, what's all this about the arms, not you," She shook her head, clearly not believing in the difference, "blowing the shiz out of Fallen? You killed a perfectly good club. You, tentacle-boy, have a serious need of anger management classes. You're damn lucky I decided to go to Cat's Eye instead of Fallen, otherwise you would have nailed me."

"Shiz? Fallen? Cat's Eye?" Oc cocked an eyebrow and the arms glanced at each other out of uncertainty, then turned back to look at Kat. One of them put down the old Gameboy that it was mauling.

"Shiz...also known as shit, crap, stuff, etcetera and so forth. Fallen is the club you blew up. Cat's Eye is the one I went too instead." The woman rolled her eyes and felt the top of the couch with a hand, "Now where is... it......blasted remote......." After minute of feeling, she looked over at Octavius, "Can get it for me with one of your arms?"

One of the tentacles promptly dropped it on her head.

"Ow..."Reaching up, Kat grabbed the remote from her head and clicked the TV on, "Let's see here...soap, soap, soap, Barney, Kim Possible, Sex in the City, news, news, news...hey look Octi, it's you!" She pointed to the screen and smirked at him.

Turning, Otto glanced at the TV. Yes, that was him, striding through the crowd, arms flailing out and breaking cameras and destroying notebooks. He turned his attention fully towards the box and listened to the announcer. The arms smirked in his mind and moved closer to TV like kids crowding around for cartoons.

"This was the scene only a few hours ago as the infamous Doctor Octopus was called to visit the fallen Spiderman a general hospital. Although he was thought dead, he has apparently come back to continue terrorize and horrify the populace with his appearance and terrible penchant for destruction. Even earlier, the fusion scientist turned criminal decided that it would be a good welcome back to completely destroy the completely filled-to-capacity night club known as Fallen, causing thousands of dollars in damage, killing one and sending three to the emergency ward in critical condition. The other two hundred or so occupants were sent home with only minor injuries and abrasions. The doctor is currently on the run from the police as he as taken in, then escaped later that day. He also rumored to have saved his arch enemy, Spiderman. Michael Jones will have the full story on the man later tonight."

"Damn, tentacle-boy, ya killed someone! That AIN'T cool!" Kat gave him a very disapproving look and switched off the TV, turning back to Oc.

"It was a mistake. They were the ones who did it."

"That's bullshit, Doctor Octavius. You control those blasted arms and all of this bullshit you're giving me about them doing it and you doing it is out of control. You're going to get arrested for it anyway. Who gives a flying hell about which part of you did it? Besides, you're one and the fuckin' same."

Otto gave her a highly irritated look, "You wouldn't understand. We're different. And even though you can't tell it and they don't care, I'd rather not be called them. And they don't want to be called me."

Kat shook her head, "They won't believe that."

"Doesn't change the fact that it's the truth."

"What's your point? Think they're going to take you to a court of law? Octi, you've already done enough shit to be fucked for life. Now, we're just tacking things on. You—my apologies, they- tried to kill him. Twice. That's enough for ANYONE to come and annihilate you. Court or no court."

"But I saved him once."

"So WHAT? You've got four giant mechanical tentacles stuck you to, Oc! There's not much you can do to keep them hidden People know your face. People know who you are and what THEY'VE done. And they think you did it. Because you did, whether you like it or not. Two minds, one body? They won't know that. If they're so smart, your arms'll know people won't know that either. You wanna get out of it? Start crime fighting or something. Go catch crooks. I don't know what to tell you. And besides I know you've always taken my sagely advice to heart."

Otto glared at her, "Do you take anything seriously?"

"Yes, I just was, you dork."

He rolled his eyes. One of the arms snapped at her. She flinched, but narrowed her eyes at the mechanical claw, "I'm not gonna take this crap from you anymore."

"That's probably not a good idea. They might just decide to stab you and I may not be able to stop them." "Octavius warned, his arm setting the empty bottle down, "They do that sometimes."

Kat grumbled at the arm and turned away, moving some crap aside to get her backpack, "Well, now that that's settled and I got that off my chest, I'm going to fail my classes."

Finally interested, Oc looked over, "Which classes?"

"All of them. Except my Psychology classes. That's Chemistry, European History, Logic, Latin, Italian, Trig, and Creative Thinking."

Pulling out a book from her backpack, Kat slunk back onto the couch and opened it, peering at the words. Her expression showed quite a bit of disgust, "I hate Science."

Oc's eyebrow rose, and one of the tentacles peered over, looking as insulted as a tentacle could look. Kat turned back and rolled her eyes, "No insult intended. I just can't stand it. I have no idea how you manage to even make those tentacles. I'd get so frustrated with myself making them that I just never would. And history? Ech! I wish someone else could just do it for me."

An idea began to form in Octavius' mind. He confirmed with the arms, who agreed. Tapping his chin, he spoke, "I'll make you a deal."

Kat closed the book and flipped over on her stomach so she could see Oc, "Yeah?"

"I'll do your work for you. I'll ace all your classes, write all your essays, the whole thing. You'll have to take your own tests, obviously, but all work done out of class, I can do."

"What's in it for you?"

"You'll provide food, a place to stay, things for my arms to destroy, and not let anyone over your house, and not tell anyone about me." He glanced at one of the arms, which chittered.

_**What happens if she speaks? Breaks her promise? Brings a friend over? That liquor they consume can do such.**_

_I don't know. _

Amazingly, the arms quieted after this. Kat appeared deep in thought, looking over at Oc, "So....if you do all my work....I give you food, a roof, your tentacles toys, don't let anyone over, and then don't tell anyone about you?"

"Something to that effect, yes."

"Sounds like a deal to me." She held out a hand, and he shook it.

And they shook it once, too.

A little creeped out by the mechanical arm's handshake, Kat quickly slid her hand back into her pocket and tossed the chem book to Octavius, "You have an eight page paper on the lack of plasma on Earth due noon tomorrow. Go. I am going to get some more yogurt." She stepped out the door and closed it, leaving Otto alone with his tentacles.

The man turned to his symbiote, "Do you promise to keep yourself in check? All I can offer you is her toys. Aren't you tired of running and hiding, tired of fighting and crawling and hoping and waiting?"

_**We do not grow tired of fighting.** _

"I have nothing left."

Be calm, Otto. We like this human. She has an interesting self-confidence about her. She walks and talks in a way we admire and even tried to threaten one of us. She drags the other man to bed and has not screamed once about us since we have arrived.

"It could be fear."

_**It's not.** _

Oc smirked and rolled his eyes, "And how do you know that?"

_**We never ask how you know things. And yet, you do.**_

"Fine." He stood up and set the textbook down onto the now empty desk, "And...she will need another computer."

The arms chittered innocently.

"Yes, it is your fault," He rolled his eyes and grinned, opening it, "Now..plasma..."

Octavius was deeply involved in the textbook as one of the tentacles wrote his notes furiously as he thought them. His arms flipped pages and scanned through the book while the other three extra appendages glanced around, one of them watching the door and the other two just looking.

This...extra thing disturbed them. They did not like it. It did not please them in the slightest. It was foreign, and it would give him an advantage over them. All in all, this...._thing_, this gene _thing_ now running through their host's bloodstream was something they wanted to get rid of, as soon as possible.

They were not, however, capable of this, and they weren't happy.

That arachnid had bitten Otto, their Otto, and had spread some sort of mutagen into his bloodstream. It was transforming him, giving him the same sort of abilities Spiderman possessed.

They did not want this. They were not pleased about. Not one bit.

They watched him do Miss Morrigan's work. They weren't impressed, either. They crawled atop his brain functions, making sure he couldn't feel them doing it. Like hair tickling the back of one's neck, it was ignorable while preoccupied. They thanked the woman for busying him now, and they looked into his mind, into his sentience.

They saw a new awareness forming. They saw his brain beginning to understand how to 'shoot webs' and 'climb buildings'. They sent their own sentience over there, and watched the feeling form.

It would not be allowed to form.

And the artificial intelligence surrounded this new awareness with itself, cutting it off from the rest of Otto Octavius's mind, making it impossible for the human to access these new abilities.

Otto, however, was paying no attention to this. He was focused on this research, this text with a single minded determination.

It was in this state that Kat returned. The arms heard her footsteps and alerted Oc, who gave them only a nod back as he read. The arms dragged Oc closer to the door, who groaned in protest and then stood up, waiting.

A scraping noise was heard as the key turned in the lock. The doorknob opened slowly, All eyes were focused on the steadily widening crack between the doorframe and the door itself.

All of the energy that had built itself up in that hour of so released like a spring loaded trap finally being set off. Three of the four arms shot out at the person entering, one of them by the neck, the other two grabbing the person's arms. The last one was used to held Oc up as he held up a hand.

"Mmmhmmphh! MPMPHHPP!" came the shouted complaints from behind the mechanical arm.

"It's Kat....let her go." Otto finally said after a moment, his voice filled with relief.

The tentacles released their various holds and stayed behind or next to Otto.

"Jesus! A grip of steel damnit!" She rubbed her throat, "I'm gonna be all bruised, people'll think you're an abusive husband or something." Bending down, she began to pick up the items she had dropped when she had been grabbed, "Those things HURT!"

"Yes, I know," Oc watched her, "They apologize."

She stopped at this, "Really?"

One of the arms nodded. He yawned, then covered his mouth with the back of his hand. Kat grinned, "The great and mighty Doctor Octopus still gained nailed with the pressures of humanity – food and sleep."

Octavius gave her a half-grin back, "Exactly."

"I'm going to put this shit away," She glanced down at the bag she was carrying, "And you can do...whatever you want. Just don't blow anything up that looks important." She exited into the tiny kitchen and the noises of her putting stuff away were heard.

_**Your body requires rest.**_

_Yes. _

_**Where will you retire?**_

Otto paused at this, then walked into the kitchen, "Where can I sleep? Jay is in your bed."

"Jay! I completely forgot..I'm such an idiot..here...put this back..." She thrust the bag into Oc's hands, who would have dropped it, had it nto been for the fact he had more then the normal amount of arms.

"That was strange," He muttered, opening the fridge as the arms put the remaining things away. They consented to the strangeness facture. The symbiotic doctor walked into the living and watched Kat in her doorway.

"Jay..Jay wake up. You need to go home," She rocked on him lightly, "Up..up, boy."

"Nruuh...." He shifted.

"You are a lazy bum!" She snatched his pillow from under him, giving several good hard whacks, "Get up!"

"I'm uhpp! Realleh!" He slowly sat up in the bed and looked tiredly at Kat, "Whatzz wrong......"

"You have to go, Jay, I have things I need to do privately," Helping him up, Jay slowly slid off the bed and kissed Kat on the cheek, "really..."

"Are you sure?"

"Yes, positive." They held hands as they walked through the cluttered apartment. Kat glanced up once, to see Octavius looking down at her, "I love you, Jay."

"Me too, Katey." They kissed again before Jay turned and walked out, Oc dropping to the floor with a THUD.

"You can sleep in the bedroom, Tentacle-boy." With a lazy wave of her hand, she motioned to the bed and Oc walked in.

With care to avoid getting tangled in the rest of the arms, Otto slid off his coat and dropped it to the side. The glasses and gloves came next, slid into one of the pockets in his trusty coat. He was about to undo the zipper of his undershirt when Kat interrupted.

"Please. Be decent. Wear some clothes. I'll even wash them for you." Closing the door to the bedroom behind her, the sounds of the TV were heard outside and Oc sat on the bed, thinking.

He fell facefirst onto the bed, the arms settling down as well.

"Goodnight." He murmurd.

_**Good night. Otto. **_

_**Good night, Father.**_

Otto slept, somewhat peacefully. He had discovered that he needed less sleep less often, but right now, he just felt exhausted. The night had been hell – the club, the press, the hospital, the spider, Spiderman....he didn't know how much of his fragile psyche could take. The arms were quiet as he slept, something that he was ultimately grateful for.

It was about noon when Kat entered the bedroom. Oc was still asleep, and she leaned in the doorway, "Otto Octavius...what am I going to do with you..."

At the voice, the arms turned. One of them made a beckoning sort of motion. Kat blinked, "You want me to come closer?"

The arm nodded, and Kat stepped into the bedroom. She stepped father in when the arms didn't stop beckoning, until she was sitting on the bed next to the sleeping Octavius, "So.....what do you want?"

One of the arms slid around her neck. Her throat tightened and she froze as she heard the mechanical noise of metal against metal, and then a sharp pain in her neck as she heard metal against flesh. Her hand flew to her neck; the claw was on it, a metal needle in her.

_**Why are you so kind to us?**_

"Holy shit." She whispered loudly, glancing at the arms, "That's you in my head, isn't it?"

_**It is. Now, answer the question. **_

Kat's hitched breath began to revert back to normal as she closed her eyes and took a deep breath, "Well, too be honest, I find you sort of interesting. Him, too. You're a psychologist's dream come true."

_**Assuming said psychologist didn't try to arrest us. **_

"Fully sentient...intelligent...even with a sense of wit. You're smarter then I thought you would be.....and he created you?"

_**Yes. He is a genius, far beyond the average intelligence of homo sapiens.**_

"Damn, you're most certainly right. Anyone who can program the kind of intelligence you're displaying IS a genius....so then, why are you always trying to creep me out?"

_**We're not. Your psyche sees it this way. Just as you study us, we study you.**_

An uncomfortable look flashed across Kat's face, but she smoothed it over and glanced back at the other three arms, "You study me?"

_**Just as you study us, we study you, Katarina Morrigan. **_

"what...." Her voice contained hints of fear, "Do you study about me?"

_**Everything. The way you speak, and your dialect, the way you move, the way you react to certain stimuli, your habits. Everything.** _

"That's a little on the creepy side..." She said quietly.

_**Being studied by a machine? **_

"Yeah."

**Humans do it all the time. What do you call a sonogram? Or a magnetic resonance image?**

"But that's.....different. On MRIs and X-rays, we control the machines.....we see the results, they are not alive, like you are..."

_**But you are still being studied by a machine, and that was our point. The fact that we are sentient and they are not is another concept in it's entirety.**_

"Does he know you can do this? Talk with other people?" Kat glanced at the sleeping form of Otto. He looked innocent in his sleep, and the hurt and torn expression on her face made her pity him, "Can you.... Can you see what he's dreaming about? Could you tell me?"

_**He is dreaming of what would have been. Had his experiment been successful, he would have won the Nobel Prize. Then, his dream shifts to reality, and those giving him the prize are suddenly tearing at him. Spiderman appears from behind them all and says, "Sometimes you have to give up your dream," and takes the prize away. He is forced to create the experiment again, except this time we are fused to him and those who loved him now do nothing but scorn. **_

"That must be....a terrible thing to do. To live knowing that you're a wanted man for a mistake, and it's really the thing living on your back that is the true cause of all the chaos. I see now why he doesn't like do to be mistaken for you...and what you did. How could you do that?" She looked at the arms now, her smooth expression turning angry.

_**We cannot fathom why you do not appreciate destruction. It is beautiful. Chaos is a masterpiece, and yet you scorn it so greatly when we cause it....and then when others do, they cheer.**_

"Our appreciation for destruction is specific...we only cheer for those things we want down. Fallen, we did not want down." She sat down in a chair near the bed and watched the sleeping doctor. A moment of silence passed before Kat glanced up at the wall again and mumbled, "id."

_**Id? What is an id?**_

"I'm majoring in psychology...I suppose as a creation designed for science, you'd have no idea what an id is..." She leaned back in the chair, "Well...someone said that the human mind is composed of three parts...the id, the ego, and the superego. Id is the part that just wants things, that controls various desires without a care in the world about who you might be negatively effecting, and only getting what you want."

_**A negative connotation. And yet, we cannot deny such.**_

"Like....Otto is the superego...the morally justified one....The two of you combined is the ego...which is the balance...and you're the id."

One of the tentacles glanced at another and they seemed to exchange a conversation. A frown marred her face; were they one being, or four who worked as one? She opened her mouth to ask, but one of them nodded as they apparently finished their conversation.

_**We see.**_

"Can you...um...release me? I can't get to the refrigerator with you plugged into me and I'm hungry...."

The strange feeling of the needle sliding against her flesh sent shivers up her spine, and she moved her hand back to feel where it was. She didn't feel any blood, or even a mark. She glanced at one of the arms, which matched her gaze.

"It's funny looking at you, knowing you're thinking about me, saying things about me, and I can't even read your face to tell me what it is." She spoke quietly, then stood up. She walked to the door and exited amidst the uncomfortable silence. The sounds of the refrigerator creaking open and the shuffling of food items did not break the heavy mist of quiet that fell.

And it stayed, too, for longer then Kat could figure. She moped. She cooked her ramen and ate her noodles in silence, staring into space. Her motions were strangely jerky and dare she say mechanical as she avoided looking at the sleeping man and his "companions" in her bed when she went to retrieve some new clothes. Slipping out and into her bathroom, she changed. Her thoughts revolved around the arms; just what _were _they? They were highly intelligent...even an idiot could see that. But as far as a personality stretched – what did they hide? What were they made of? What made them "tick"?


	5. 5

AN: I don't own Mr. Octavius. I do own Kat. So bwah.

STUPID THING doesn't bold my STUFF! ....

tell me if it's confusing to read. if so, I'll put something into it to make it easier.

::beats fanfiction . net over the head with a tentacle-stick::

Our Future

– _By t3h misspelled fish – kod. _

5

She had called them a psychologist's dream come true....but now that she thought about it, perhaps they were a nightmare? There were so many questions that could be answered by talking to them, and yet, her spine was chilled by the seemingly horrific notion that machines could think on the level of humans.

Her cell phone beeped. She flipped open the cover and looked at the screen, and it gave her a simple message:

You have class at noon, bitch!

She grinned at the cell phone and fondly remembered Jessi programming those messages into her phone, none of them very kind at all. She cancelled the message and glanced at the time on her phone.

"11:45 ALREADY?! Shit! I'm gonna be SOOOO late!" she grabbed her books out of the piles of crap and looked into the bedroom, "Tentacle-boy I have class bye!" She slammed the door and ran out, the apartment door being slammed also.

The tentacles glanced at each other and then back at Otto. He groaned into the pillow, his eyes opening wearily, "Rosie?"

_**No.**_

He shook his head, his life returning. Rosie was dead. His companions were the arms fused to his back. He was in the bedroom of the college student Katarina Morrigan, "Kat?"

_**She had a college class to attend to.**_

"I'm alone in her apartment?"

_**No**. _

"Who else is here?"

_**Us**. _

Something about that was painful to Otto, and he winced. Sighing, he stood up and stretched. Two of the arms grabbed his shirt and coat, and he placed them on. He took several steps to steady himself, he opened the door and peered into the empty aparment.

"What time is it?"

_**11:52 AM.**_

With a shrug, he walked over to the refrigerator. He remembered these foods from when HE had gone to college...that seemed like a long, long, LONG time ago. His memories were hazy from then, and he tried to remember how he had lived without the arms. Anything before that had become very fuzzy, almost impossible to see. He could almost, barely remember his college days. Remembered living on ramen and eggo waffles and junk food.

He had many, many suspicions that his memory loss had been the arms' doing. They did want him to remember how he lived before they were around. And, quite frankly, he wasn't quite sure how he did anymore. He suspected it would like when they had just invented the computer, and the next generation couldn't live without it.

He pulled out a bag of potato chips and a slimfast bar. The arms protested at his choice of food, but he ignored them. THEY didn't have to worry about what he decided to eat...just as long as he ate, and somewhat healthily as well. He sat down in a chair, leaning back on the backrest (making sure all the arms were not getting squashed), and bit down on the chips, his eyes staring into space, absorbed in his own thoughts.

**_You liked us better when we were your children, Father?_**

Otto blinked for a moment and shook his head. He almost panicked before he realized he had been thinking shallowly...and that the arms could read his surface thoughts.

_I did. _

_**Because we were more obedient?**_

_Because you were less destructive and cruel and cold and argumentative._

The arms pulled back from the man, looking as insulted as possible.

_**You were blinded, Otto. We were always this way. It is you who changed your vision. The fact we no longer suit your needs and bow to your every whim is because your every whim does not serve our purpose merely upsets you.**_

Oc sighed – the arm were right. This had been happening more and more, and it made the man distinctly uncomfortable. The feeling of being outsmarted by his children, and his own creation, made him feel, well, stupid. And knowing what the arms were capable of, he feared the day that he was outsmarted for perhaps the final time.

He didn't know what to do. There was no excitement, no action. The apartment was too small for much anything.

One of the arms handed him the TV remote, and he raised an eyebrow at it, a little suspicious.

_**Perhaps we will be on television again .**_

Otto didn't have anything else to do. He switched on the television and turned on the news.

"The police are undergoing a manhunt for the criminal known as Doc Oc, formally Doctor Otto Octavius. Thought dead, he had apparently risen again and christened his return with the destruction of a nightclub known as Fallen. Next, he brought Spiderman to the edge of his life, then apparently, trying to make his name look better, brought him to the hospital."

Oc fumed, "That wasn't me who nearly killed him!" He practically snarled at the box.

_**Remember what Kat said. To them, we are the same.**_

Octavius calmed, knowing there was not much else he could say to argue that point. He glanced back to the television, which now displayed two anchormen.

".....is armed—literally and metaphorically—and dangerous," The two anchorman chuckled at the pun, then returned to being serious, "If he is seen, please call the police so we may deal with his special needs the way they are supposed to be dealt with."

"Hah, real funny," He growled, shutting it off.

He let himself sink into a trance-like state. His memories were hazy, but with effort, some of the fog cleared. He tried to remember Rosie the most, though, never could succeed.

In all his memories, he couldn't quite fathom how he'd survived without the arms. What it was like without the extra voices in his head. True, the arms had been a complete pain in the ass, but there were things he could not have done without them. He remembered building the arms. That, he knew. It was a memory that had not been hazed along with so much. He remembered calling them his children, his babies, his life. He remembered programming the AI with such ecstasy, not even Rosie could calm him down. He did not remember the words she had used to calm him. Nor did he remember her involvement in the idea...but he knew someone had tried to calm him. And he could only assume it was her. He remembered running his hands down the arms, testing the claws and their many extensions, testing the neural link between him and them.

He did not remember that time when he used them to do his first reactor. He did not remember the lack of voice in his head, or the inhibitor chip. He did not remember controlling them singularly. Every time he tried to access _that _memory, he would think of the arms' personality, what they would have said there. What they would have done.

He remembered his fight with Spiderman. His bank-robbing, his second fusion generator. But among those memories, there we some he had lost more then others. He remembered some so violently that they almost gave him the same shock they had when he had done them.

"_You're right." He had said to Spiderman, sitting in that brackish puddle. He had turned to the arms, then, "He's right!" _

_He remembered their anger. Their surge of sudden hate at him. The first time he had felt such. _

Every time he thought about it, he felt that surge of anger and hate. Of suddenly realizing that their father was no longer under their control. No longer were they spoiled children.

He remembered pulling in the supports of the second fusion generator. He remembered the water. It was hot. Really hot. Scalding his body, sending his mind reeling into shock. He remembered the arms' frightened cry.

_**Father! We are frightened! Hold us! **_

He remembered moving, thought it wasn't so much he remembered the actual moving as he remembered the water moving around him. After, he remembered dryness.

The next thing he remembered was waking up on a rooftop only a few buildings away from Kat, his memories snapping back to him—the arms, the generator, spider-man, and now this.

And now he was here.

The tentacles, who did not suffer from unconsciousness, had filled in the blanks in his memories. Apparently, the arms had paddled and clung their way to safety and pulled themselves (and his body) onto the street. They had dragged him into a back alley, hoping he would survive, when, by a sheer luck, were stumbled on by a medical technician. Knowing only this man was going to die, the tech performed immediate CPR as the mechanical appendages hid under Otto's coat. He had brought the man back to life, and brought him to a tiny hospital in the middle of a slum to be treated. Luckily, Otto was a long ways in line, and was alone when he finally regained consciousness. First, he had thought he was dead, then had vomited up the water in the Hudson, followed by whatever else was in his stomach. Then he'd sunk back into unconsciousness, though his breathing was now even. The arms, relieved, had taken him too that rooftop. They knew he liked sun.

That's where he'd woken up two days later.

He knew he couldn't fully trust the story. But he took it into consideration.

The arms' mind grew up after that. Once a child fixed on pleasing his father, they were now stubborn adolescents who wanted only what they wanted and cared little for others' desires. But, he did have to hand it to them, they were behaving exceptionally as of late.

He heard the trill of pleasure at this that the tentacles had tried to suppress. He grinned to himself as well.

"It's quite alright to be pleased at yourself for making me happy," He said with a grin, giving a rare smile to one of the arms.

**_Hrmph_**.

Otto chuckled at the mechanical claw that was in his face, then gave it a playful shove.

**_What's so funny?_** The arms demanded.

"Nothing." He stood up and opened the window he'd used to go in and out many, many times. Sticking his head out, he glanced around for anything suspicious, then smiled at one of the arms.

_**You are serious?**_

"Children normally get rewards for good behavior."

The metal appendages didn't need any more explanation before practically jolting out of the cramped apartment. Had Octavius not been welded to the suit, he would have been thrown straight out and fell the twenty or so stories.

Scampered would probably be the best word to describe the rapid, flitting movements of the arms. This was no stretch, not at all. Their regrips were many and only a few feet away, and Otto feared for a fleeting moment the building would collapse. He was not concerned, really. Was this faster then they had gone to get Parker and take him to the police station? It was possible. The wind in his face beat against his face with such curiosity that his eyes began to tear even behind his sunglasses. It blew open his coat and little bits of rubble smashed into his bare skin from the front two arms that were gripping and regripping with such curiosity that they tore off cement more then normal. It hurt, but he didn't say anything. This was their reward – he'd let them keep it.

He wasn't quite sure how long they flew. He was enjoying the wind in his face and even the tearing in his eyes and the cement on his stomach before they finally stopped, his momentum sending him a bit forward, "Why have you stopped?" He asked curiously, glancing at one of the arms.

_**We were being reckless. We suspect someone has seen us. **_

Ock felt his throat constrict in fear.

_**Why are you frightened so?**_

"This...quiet life, I suppose you could say, besides the club, has not been bad to me. I would not want to be hunted so viciously, if someone saw us, they would come after us with much more force...and know exactly where to come as well. They could hurt Kat...I wouldn't want her blamed for this."

_**You are growing feelings for her.** _It was a statement. Not a question.

_And if I am?_

_**She is many, many years younger then you. Our knowledge of society suggests that this difference is frowned upon. **_

Otto shrugged in midair, blatantly changing the subject, "I do not want more people hurt then necessary."

The arms snorted in his mind. He could almost see humanlike features wrinkling in concern in his head, the voice of the tentacles worried,

_**Our trail will be easy to follow. Shall we return to Miss Morrigan?**_

"She won't be there."

_**We know that. Though, it seems it is somewhat of a safe haven for us and you. We fear the dents in the building may lead then close to---arggghh!**_

_Close to.....?_

No response. He looked at the tentacles that had grasped into the building. They were loosening. And his orders to them weren't working.

And Otto Octavius and his arms began to fall, thirty stories down.


	6. 6

It took Octavius' brain a full thirty to realize he was falling. That the tentacles that were grapping onto the cement had suddenly gone dead.

_Wake up! Wake up! WAKE UP, DAMN YOU! _ He shouted into their mind. He received no answer, heard no voice. Around him, they dropped like stones.

If he hit the ground at this rate, he'd die. Probably on impact. If not, he'd lose whatever hit the ground first.

His real arms began to reach out and try to get a grasp where his tentacles would have. But his weak, somewhat stubby human fingers did not have the strength nor grip to grab where his mechanical arms would have had an easy time.

A net caught him maybe six stories off the ground. He very well recognized the net as the police. Again his throat tightened, but this time it was more for fear of the now useless arms on his back – they were a lot heavier now. The policemen all practically glared at him, one of them sliding real handcuffs over his real hands, the other placing an metal ring over his unconscious arms.

"What did you to do them?" He growled at the nearest officer.

"EMP, Oc, electromagnetic pulse. Disables machines in the vicinity. Your friends conveniently happen to be in that area." He nodded to the fallen tentacles, "And just in case they wake up, we can just shock them into silence and peace. We'll have them off you in only a little bit."

"Don't take them off." He said quietly, his eyes downcast.

The officer did a double take, "Pardon, doctor?"

"I don't...think I could live without them." His voice remained quiet as he spoke, his eyes unmoving, "Not too long ago I would have begged you to take them off me....but, suddenly I realize, I need them."

"Well, I'm sure you'll deal," was the sarcastic reply as the officer loaded the shocked scientist into the police car.

On some far, far ledge, a skinny, blue and red clad figure watched. He shook his head. That wasn't right, what they were doing. He wasn't sure to stop them or not. Finally, stopping them won over, and he shot a long, thin, clear line out of his wrist and aimed for a bilding, then flew off, using the rope to swing himself.

Perhaps a half hour later, Kat reentered her apartment, "Tentacle boy! Are you almost done with that paper?!" She shouted into the small living space. There was no reply.

She listened carefully, trying to hear the mechanical sounds of the tentacles moving, or the shrilling almost-voice of them. Even Otto's voice would be enough. She heard nothing, and this unnerved her. Finally, she got up and walked to the window.

It was open.

Kat's mind began to race. The tentacle boy had gone out for a stroll. But...she knew he would have been back before her. It was something he always did. He always got back first. This was what worried her. Even the remainder of her electronics were intact. It was like they had just left.

She turned on the TV and scanned over the channels. If he had been caught, they'd broadcast it. Her breath caught in her throat as she listened to the newscasters. Her fear was confirmed – they'd caught Otto on a stroll.

"This just in...according to the New York City police, Otto Octavius, also known as Doctor Octopus, has just been captured by authorities. Apparently, a new weapon known as an electromagnetic pulse, EMP for short, was used to disable the freakish mechanical arms fused to him as he was climbing the building on fiftieth and twenty-first street. The building itself had sustained damage from the horrible claws of the tentacles digging into it and the authorities say it will most like being Octavius who pays for these damages. The scientist is being transported via armored car to the nearest hospital, where surgery will immediately begin to remove---"Kat shut the TV off. She couldn't breathe. They'd cut off his arms. She couldn't let them do that. She didn't care if it was the police. She would NOT let them cut off her psychology project or, as weird as it sounded, newest friend.

She did a little map in her head. The nearest hospital was ten blocks from here, straight down south. She'd have to take a taxi. Grabbing her cell phone and bag, she was out the door and it was slammed before she spoke any more words. Finding the taxi was easy, and the ten blocks were nothing.

The arms began to reawaken as Otto was being walked up to an operation room.

_**Urghh...what...happened...we...feel....so...weak...**_

_The police activated a device that deactivated machinery. Specifically, you. _

_**Where are we, Otto?** _ The arms' voice was nervous.

_A hospital. _

_**Why?**_

_They are going to separate us. _

At this, the arms began to lash out violently. Their pincers snapped open and closed, but the push of a button stopped them and made them screech in pain. A ghastly hiss flashed across Otto's mind, the joined voices of the arms' agony. That striking pain almost hit the human, but he closed his eyes and bit back the feeling. He could almost FEEL defeat within the mechanical creatures. They snapped the pincers once or twice more, then floated behind Oc, dormant. He could feel their mind think upon the lashing sting of the electricity.

_**......it reminds us......of before you almost died in the river...the cord...**_

_It is the same concept. _

_**They cannot separate us. We cannot be separated. They would never do such a thing**. _It sounded like the tentacles were trying to convince themselves of this fact.

_They are going too._ Even Otto's thoughts were tinged with fear. He had tried to remember being separated...and all he had thought of was what he would do without them. And now it was going to happen...and he had no idea. But he was afraid for them, if not just for him.

"Why the hell is the nearest room so high up the blasted building?" One of the officers grumbled, taking the fifth set of stairs.

"No..idea..." replied another, panting.

Kat blazed out of the cab, leaving a twenty for the driver. As her hand went to the door, a tap on her shoulder made her glance around. She turned wildly, some people beginning to stare, "Who's there?"

Living with Octavius had taught her to look up – and she'd thank him for that, after she saved his ass. Spiderman was sitting on the side of the building, and he motioned to the alley next to the hospital and crept over there. With no other idea of what to do, the girl followed.

"I'm going to save Otto, and there's nothing you can do to stop me, Spiderman!" She practically shouted.

"We're going to save him together," He replied. Kat's eyes opened wide in shock, but then she nodded. He continued at her silence, "Octavius is going to have his operation on the ninth floor. We need to get up there, quickly."

"His arms are dead, you know that, right? He can't help us."

"an EMP blast only lasts about five minutes. At this time, the tentacles will be awakened now, and they can't disable all the machinery in the hospital by setting off another EMP. They'll use an electric cuff instead."

"electric cuff?" Kat cocked an eyebrow.

"A metal ring brimming with electricity. Very dangerous and painful for certain sentient electronics. Grab onto my back."

She jumped onto Spiderman's back as he began to climb. Something about this was exciting. She was helping someone escape the police. She was on Spiderman's back. It was exhilarating in a strange sort of way. The way he moved was nothing like the way she's seen Oc move, for the masked webslinger's movements were fluid, graceful, and majestic, while the tentacles' actions were merely rippling with power and even arrogance, to some degree.

"Crawl into this window," Spiderman ordered, and she scampered up his back and into the window. He followed suite and closed said window, then beckoned her to follow as he almost slid over the top of the air vent. He opened a grate and the two of then slid inside.

"It's like one of those spy movies," She muttered to herself as she watched the blue and red figure, tailing him closely. As she finished her words, she bumped into the back of the superhero when he stopped. He pointed to a grate and nodded, "Tentacle boy's down there?" She whispered.

He nodded then slide the grate off it's hindges as quietly as possible. The doctors were preparing instruments as Octavius was strapped down to the table, his complaints of, "You can't do this," and "We need each other," floated upwards. The four tentacles were surrounded by a single ring of metal that occasionally crackled with energy. The arms sat against his back, their screeching clearly meaning something, and something was not good or pleased. It could even be frightened

"You can't do this! It's no different from cutting off a real arm!" He shouted at them, trying to struggle out of the leather strap tied tightly around his chest and arms. His mechanical appendages also fought against their binding, disregarding the pain and massive shocks that they were receiving. Despite this, the arms could not reach around far enough to break the coil, and they couldn't gather enough strength to fight off the pain and fight off the coil at the same time.

The rrrrr-ing of the saw activated and Kat gave a little gasp. The edge of the chainsaw glistening – it had been tipped with diamond, as they and found how much a regular saw had done to the arms. Spidey, however, kept himself fairly contained. He was silent, the mask showing nothing of his emotions.

Otto began to literally scream as they brought the saw down on the upper left arm. The three un-attacked tentacles screeched at an even more deafening tone, many, many decibels higher then safe. As the saw bit through the tentacle, Octavius's face twisted into an expression of sheer agony as if they truly were removing one of his real arms.

Kat dropped from the vent, the web fluid on her hands keeping her silent as she crawled down the wall, out of the doctors' views. Quietly, she grabbed a large scalpel from the tray closest to her and held it like one would hold a baseball bat.

The saw fell to the ground with a clatter as Kat nailed the doctor with the flat edge of a scalpel. The other two doctors, which had been watching and helping, glared at the teenage college student.

"Arrest her!"


	7. 7

Disclaimers: I do not own Ock, his tentacles, whatnot. I own Kat.

I know Ock's name is spelled wrong. Comment, and love comments.

Our Future

Kat wasn't much for athletics, but her body was wiry. And these doctors were no Olympic athletes. She managed to avoid their grasp easily as the second figure dropped down and broke the leather strap around Otto's body, then, with a huge grunt, tore the ring around the arms. Kat was about to jump onto the table and head back up the vent when a hand caught her ankle and she smacked her forehead clear on the side of the operating bench, giving her a nasty gash. Otto, now free from certain restraints, heard the thud and growled, his eyes widening in anger as three of the arm shot out and grabbed the other three doctors. The first one was still out cold, and the bumps the other two were getting would keep their lights out just as well. Octavius groaned at the remaining arm, which had a significant amount of damage done, and basically, it wasn't moving.

_**He hurt us! He nearly destroyed one of us! We should kill him! You should kill him! You should cause him pain, peel the flesh from his bones, drop him in salt vats.... **_

Octavius gave a weak cry and fell to the ground, clutching his head. Kat and Spiderman both glanced at him, but the superhero shook his head, "I need to get out here."

As Otto fell, his arms froze somewhat strangely in place, as if they were lost. They would sink and open their claws, pinching and snapping, and then they would shut and sink close to the fallen Octavius, and then somewhere between those two. She wasn't quite sure why it was all happening, but her gut nagged at her. She glanced at the vent, then at the superhero (who was making his exit) and back to Oc, who was clenching his head so tightly she was afraid he'd puncture his own skull.

He jumped into the vent, leaving a line of web for them to leave by, and then was no more. Kat placed a hand on Otto's shoulder and gave him a squeeze of comfort. She did not know what was happening. She knew it was bad.

_**We must! We must kill them! We must kill them all! Give us control, Otto, they deserve it! One of us is weak and hurt, and that should be repaid in blood! This woman should get her hands OFF us! Off you! We should attack tha t monster who DARED take those sharp blades against us, that monster who put that electrcin ring around us and—**_

Otto painfully remembered once, probably on some sort of school trip, he had gone to the ocean and stood in shallow water. Once in a while a wave would lap against his ankles, not moving him. One of them however, had grown larger then the little waves and spashed his chest, sending him sprawling backwards and into the sand.

The arms were a wave. A gigantic wave of furious anger and rage and revenge. This one, however, he would not get thrown back into the sand, let the arms take the tentacles and mutilate the men how they pleased. _No! Stop it! We will NOT harm him! Calm yourselves, now!_

_**Against such a creature, Otto!? This creature tried to separate us from you! Why do you hold back on sucha foul devil?!**_

_He's only following orders._ His thoughts were strained. The tsunami of the arms' anger had caught him off guard, and he was now on the defensive. He dug his metaphorical feet into the mental sand and held out against the tentacle's AI. If the arms retained control over themselves, they'd mangle the doctor. He HAD to keep control. HAD to keep safe. _Out! Take me out! _

That creature must— 

"OUT! NOW!" He shouted vocally, startling Kat. It also brought her back to the present...which conveniently included painfully splitting headache. She blinked, and wiped her brow- coming away with blood. Cursing softly, she glanced at Otto and grabbed a piece of gauze from a nearby tray, pressing it to the wound.

Beads of sweat had appeared the forehead of the doctor as he struggled with the mind he lived with, "Listen! You will TAKE ME OUT OF HERE!" He growled, "You will NOT hurt him! Get OUT!" He clenched his eyes shut and dug his nails into his palms, his brow etched with concentration.

Kat took the hint and used the web line to crawl into the vent. After making her way outside, she saw the red and blue figure clinging to the wall oppisite here. That figure helped her out as she held on to some of the webbing, standing next to Spidey and across from the vent. He looked at her through the white eyeholes in the mask and asked, "What's going on?" The way he asked it, however, implied he already knew, "And what happened to your head?"

"The mind of the tentacles and the mind of Otto Octavius are fighting for control over the tentacles....the arms want to destroy the doctors who are unconscious....and Otto doesn't.....and I banged my head on the operating table," She pulled away the gauze and looked disgusted at it – she'd probably need stitches. But, considering what she'd just done, she had no idea where to go.

The clanking inside the building meant something to both of them, and a tired Doc Oc emerged. His face was sweaty and tired, but his claws were clean.

"did they...?"

Otto shook his head, then looked up at Spiderman and Kat, "I do not know how to thank you....both of you..."

"Consider it their debt," Spiderman pointed to the tentacles, which each gave him their own sort of mechanical nod. "Their debt to repay."

"As for me...keep doing my homework and I'll be happy. It's almost three and I want lunch," Kat grinned at Oc, "Let's just go back home."

"I'd like that." Oc agreed, "We can see what happened to my arm," He finally looked at her again, "What happened to your head?" at her shrug, he sighed, "Grab onto my back. "

"Your back?"

"That's what I said," Octavius said, a bit irritated. He wasn't fond of repeating himself, "Quickly."

So she did. Quickly. The arachnid hero took off with a shot of webbing, as Ock slowly began to climb up the wall, the sawed tentacle falling dead at his side, the other three trying to be as quiet as possible. By now, all three minds knew that the hospital staff would know – Otto's struggle with the arms in the air vent and the operating room had not exactly kept it very secretive. The staff would tell the police, and unless they got out of there quickly, the police would be back with those goddamned EMPs.

Once they were on top of the building, the three arms covered quite some ground. Leaving marks and chisels in the roof as they moved large distances in a single movement, the arms knew they had to get out of there. Otto's words only spurred on their motivation, even though, they knew, that doctor that had taken the saw to one of them would die. Die a horrible, painful death.

And their human companion was well aware that they would do this no matter WHAT he thought of it.

Otto shivered a little. He wasn't sure whether it was from the cold or the though of more blood on his hands. He tried to suppress it, without having much luck. Kat glanced at him, "Are you alright?"

"Fine," He grunted, walking on his true feet over the rooftop.

"You're not fine, are you?" She pressed, her voice tickling his ear in a rather obnoxious sort of way, "You're worried."

"I'm FINE." He insisted, the tentacles leaping out and snagging the next building over.

"We're not going to my apartment are we?" Kat finally voiced her concern as the three arms quickly scaled the building.

"What took you so long to notice?" Otto replied, a bit nastily.

"I noticed to begin with, but didn't want to say anything about it till now. Where exactly ARE we going?"

"To my lab."

"Your lab?"

"Your apartment does not have the tools necessary to fix my broken tentacle." He said flatly, "My lab does."

"Isn't that where you first....." She let the subject drop as she saw the lines on the sides of Octavius' face twitch. He was either grimacing or frowning, but she couldn't tell without seeing his face. At the dropped question, Oc gave a little nod. His arms creeped down as quietly as possible the building, going through a broken window.

"There is glass all over the floor. I suggest you remain on my back."

The arms took several steps in, Octavius' feeti hovering over the ground by a foot or so. He glanced around. It seemed that only parts of it had been inspected in refrence to Rosie's death and his own failures.

But were they failures? This was why Otto did not like to come here. He'd been here once, after his second fusion mess-up. This place had too many questions about it, similar to a haunted house suddenly gone quiet. This place made him doubt himself, and at the same time, filled him with an incredible confidence that almost made him want to create another fusion machine. Wanting to get ou tof here as quickly as possible, the doctor swiftly pressed into the next and the next room, until finally he came across one that was laden with tools.

Kat dropped from his back as she looked around, "Homely setup you've got here. You're the most outward genius I've ever seen."

Oc merely lifted an eyebrow and turned to the desk. He slid open one of the draws and pulled out cables of all sorts, as well as several different pieces of sheet metal. His three remaining arms grabbed tools from the room.

The college student leaned in the corner of the room. Her eyes darted around, boredom etching into her features. Happily discovering a roll of paper towels and a garbage can, she tossed away the bloodied gauze and pulled a piece of paper tower to hold over the not-so-nice gash in her forehead. It gave her an abominable migraine, making her head throb painfully. With the new bandage over it, she sat back down and gazed at Otto. She struggled with her courage for a moment before striding over to Octavius and lifting up his weakened tentacle. The damage was pretty bad... the arm itself had lost a chunk that was similar in shape to pac-man's mouth.

"....does it hurt?" she asked, setting the broken arm down.

"It feels like someone is holding a lightest match too close to my skin," He said, staring out into the distance, "To them, it feels like someone has taken a chunk of out one of their arms...similar to what you would feel like if someone took a hacksaw to YOUR arm." He replied without looking back. After taking down all the crap he needed, the arms grabbed the pieces and immediately began to work on the fourth one.

Kat blinked, "They do all it themselves?"

Oc sat down in a chair, watching the arms work, "Yes."

The woman took a place on top of the desk, pushing more of the tools aside to make a spot for her butt, "So, um, how long do you think that will take?"

Oc closed his eyes, then opened them again, "Probably a few hours. Seven or eight, they say."

"Seven or eight is not 'a few'." She grumbled in reply, "Seven or eight makes me miss my psychology classes. All of them. Kat missing her psych classes is not a happy Kat."

"Kat could go outside and get arrested if she pleased," Otto gave her a sardonic smile, "Or, she could ask Otto to give her a ride, and HE could get arrested instead. Or, even, she could jump out the window and fall to her death."

The college student narrowed her eyes at the doctor and sighed, "You're making me miss my classes!?"

"Yes, I am." He gave her that same smile, and one of the tentacles placed down it's soldering iron and snapped at her threateningly.

"Well grr to you, tentacle." She replied, flicking her fingers in it's direction.

The arm grabbed the soldering iron and went back to fixing the broken arm.

Otto winced. Kat glanced over in the silence that followed, "Cut yourself?"

"Does it hurt if someone gave you stitches without novacaine?"

She nodded, "well, that would hurt like shit. I mean...like....a lot."

"That's what it feels like."

"Are you serious? I mean you're doing a pretty damn good job facing that sort of pain, I mean I wouldn't think so by the way your expression doesn't change, because.."

"Why are you stumbling?" Oc looked up at her from watching his tentacles, wincing slightly again as one of them pulled the wires to connect, "You normally do not stumble over your words, like you're doing right now. Is something wrong?" His deep set brow wrinkled, "Are you truly that concerned over missing your classes?"

She shook her head to both, "No, I was just thinking about your connection to them..." She tapped her chin thoughtfully, "And how and to what extent."

"We are the same person, save that we have two minds. Think of it in that aspect." He went back to watching the arms work.

"Do you want to play poker?"

Octavius growled, "Would you stop interrupting me?"

"You're not doing anything," she pointed out smugly.

"Why poker?"

"Because I like playing cards. And I'm bored. And it's REALLY not a good thing when I'm bored. I have a tendency to mess things up when I'm bored. And I don't think I need any help with messing things up. Especially when it comes to a certain scientists who fused a certain set of mechanical arms to his back." She jumped down from the table with a THUD as her feet landed on the floor. Walking over to Octavius, she placed a hand on his shoulder and pulled the cloth off and flipped it over, "This is a nice coat."

"Thank you." He said grudgingly, swatting her hand away.

"Where'd you get it?"

"We stole it a long time ago." He commented flatly, "And fine....I'll play poker with you."

"Awesome!" She pulled a crate over and sat down on it, then another for the table. The loud crashing that emitted when she dropped one on top to make the table higher made Otto wince, and he shook his head with a sigh

Time began to pass. They played hand after hand, both of them winning and losing equally. However, it didn't seem to matter. Kat was focused on the arms' psychology. Their aims in life, if any. Their personality, but, the one that interested us was her relation to Otto.

She' considered calling them symbiotes. Otto Octavius and his mechanical arms. They'd fit the description, surely, but there was something about them that seemed to nullify the sheer idea of thinking of the arms as depending on anyone. They were so....so self-aware, so confident and arrogant and smooth that it was almost they like they could live alone if they so tried. And the control issue between Otto and the arms.....it was mind blowing. She knew that the arms were destructive, while, as far as she knew, Octavius was a fairly peaceful, extremely focused, loner. She could only imagine what Otto went through went through with the AI.

The AI. The sheer brilliance of it was extraordinary. She couldn't fathom the intelligence of the doctor. But, even so, she knew it had not been Octavius' intention to create something so.....remarkable. They had evolved. The idea of a machine's evolution scared her, deep in her subconscious. They were performing on the same level as the human brain.

Extraordinary.

Meanwhile, the movements of the doctor were distracted, his eyes on the cards but his gaze seemingly unfocused. The current conversation on the damage taken to the fourth arm kept him occupied. The man with the saw had apparently sliced straight through both the main cord that sent Octavius' thoughts so he could move the arm, and the cord that send the arm power. The three working compared it to shooting someone in the head and breaking their spine – everything else was perfectly intact. At this point, the arms were explaining how to fix it, and unfrounately, all three of the arms were needed fo the actual fixing, so it was Otto who had to retreieve the parts.

_**Otto, pass us the tweezers. **_

Otto reached up and grabbed the tweezers, placing them on the table as he glanced back at his cards, "Tweezers." Kat glanced up at him as he spoke, and she looked down at her own cards and they played.

_**Solder. **_

"Solder." It was passed as well. Kat glanced up again, and he motioned to the arm with his empty hand. She nodded in the silence.

_**Wire cutter. **_

"Wire cutter." Passed.

_**Wire. **_

"Wire." Passed.

_**Chainsaw. **_

"Chainsaw," Otto's hand began to grope for the object on the table as he looked at the cards in his hand.

"Chainsaw?" Kat echoed, setting down her own hand, "Why the HELL do they need a chainsaw?

Oc blinked. He had been so focused on the game and his arms that he'd actually lost focus of what he was really doing. He had set himself on automatic mode on the orders the tentacles were giving him he wasn't actually paying attention to what they actually were. His focus snapped back, he blinked and shook his head, "I don't want to play anymore." He told her, pushing the cards back and looking up at her, "Let's do something about that gash on your forehead."

"It's fine, Otto, really."

"No, it's not," Octavius replied, the arms mentally noting this was the time she'd called him Otto, "You're bleeding and you need stitches. I have thread. Come over here and I'll stitch your head up."

"My head is fine," She said poutily, still trying to staunch the bleeding, "Really."

"No, it's not, really fine. It's as bad as our broken tentacle. You banged yourself badly on the operating table and you need to stitch that up otherwise you'll bleed to death."

"Pleasant," With that comment, she scooted closer to Oc, "Fine, fine, if it makes you happy."

One of the arms placed down the metal it was working and handed Otto a needle and some thread. The man took both, carefully threading the needle, "This will hurt."

"I could guess. Your comparison to cutting tentacles and stitching wounds comes painfully back to me."

Chuckling, he shook his head, "No, I actually had stitches without novacine not too long ago." He pushed his hair back to show the wound on the side of his head, the stitches previously cameouflagued with his hair, the wound hidden, "When you were out partying." He dropped his hair back and shook his head, hiding the wound completey from view, "Now....."

"Now....?" She looked more then a little nervous, holding the blood soaked towel above her eye to make sure blood didn't leak into it, "Hey....Otto...what now?"

She glanced at Oc. His eyes were unfocused, glazed over. His features, besides his eyes, were twisted into an expression that Kat couldn't recognize. Carefully, cautiously, she gave Octavius' shoulder a little shake.

The glazed look in his eyes didn't change, but his hand shot up and grabbed Kat's, squeezing painfully, "Otto, let go!" When he didn't, she tried to pull her hand out, but the older man's grip was much stronger then her own. She winced a little at the grip and reached out, grabbing a fistful of his hair, and pulling as hard as he could. Otto's mind may have been hazed, but the pain was real enough, and he dropped Kat's limb. She held it close to her body, ignoring the blood (very, VERY slowly stopping) on her face. Her face wrinkled in concern and she smacked the doctor on the side of the head, hard enough.

Finally, Otto's eyes refocused. He looked up at Kat, confusion in his irises, and shook his head, "What?"

"Ow! That hurt!" She said, her hand not the only thing hurt, "That REALLY hurt, Otto! What the hell?! You got this glazed look in your eye, like you were some psycho, and then I shook your shoulder to try and snap you out of it, and you grabbed my hand in this vicegrip!" she displayed her hand, which was now all red, "And it HURT! Like, seriously, painful!" She glared at him from the non-bloody side of her face, "And I pulled your hair to wake you up and now you're like 'what' and that, seriously HURT!"

She gave him a little hurt glare, and Otto was clearly confused, "Let me sew up your head.....then, can you reexplain?"

Kat gave a little nod. Otto carefully threaded the needle, then places it down and grabbed a piece of paper towels, handing it to the girl. She cocked an eyebrow, to which he responded, "Bite down on that. I don't need you screaming in my ear while I'm trying to stitch up your head."

Not quite sure whether to narrow her eyes at his cold tone or thank him for the advice, she bit down on the towels and closed her eyes. Oc picked up the threaded needle and wiped away the blood with his other hand.

Dropping what they were doing, the three working arms zoned in on Kat's injury. Two miniscule pincers slid out of one of the arms, and with almost majestic grace, they took the needle from Otto's hand and moved very, very close to the cut. The human of the pair was grateful that Kat's eyes were closed, because he had freaked out when he'd seen those red glowing lights (or were they eyes? They seemed far too expressive to be just lights) of the claws so close, and he was connected to them – he had no idea how she'd react.

The needle pierced her skin, and Kat's face twisted in pain. The tentacles continued their work ruthlessly and simply. Otto admired them in one aspect – they just kept going, and going, and going on what they were doing, but yet, thought it absolutely repulsive how they did it without a care for anyone or anything else.

_**Otto, tie a knot here. **_

Octavius glanced at the stitching in the girl's head. It was inhumanely precise...which, on second thought, seemed natural, given the fact it had been done by a machine. Although his fingers weren't exactly thin and nimble, with help from the tentacles (it seemed most things he needed help from the tentacles, nowadays), the knot was tied. The paper tower in Kat's mouth had just about been grinded to shreds.

"You can open your eyes now," He responded softly, "it's done."

She opened her eyes and glanced around – the lack of red anywhere in her vision was a new thing, "Thanks."

"They did it, not me," He cocked his head towards the arms, which were now going diligently back to their work on the last arm.

"Thank you all, then," She nodded to them, though they did not acknowledge her. Kat gingerly felt the wound above her eye, the rough but even stitches. It still hurt, and she still had a painful migraine. The thread felt oddly intrusive, thought it was much less then the time she'd broken her wrist and had a pin inserted into it, "Hey..um...Otto?"

"Yes?" His head was bowed a little bit, though Kat couldn't fathom why. He didn't turn as he answered, seemingly focused on the tentacles' work.

"Do you have, like, a bathroom?"

The question was clearly an innocent, normal question. The blood from the wound had dried around her forehead and eye, making it sticky and uncomfortable, not to mention crackly and gave a rather metallic smell. And Kat just wanted to clean it.

The question infuriated Octavius, and he didn't know why.


	8. 8

Go read "Falling Feels Like Flying". Myself and Erin are writing another Ock fic.

I own Kat and Mae. Ock is Marvel's. Read, damnit. FFnet beats up my bold/italics. Take a hint to where t3h tentacles speak, it's pretty clear.

_Our Future. _

_By me. KoD. The kod._

His temper peaked and he was thankful that he wasn't faced toward the girl and she couldn't see his raged expression. He was quiet, and didn't answer. His hands clenched at his sides and he felt that fury cause him to shake.

"Otto?" She asked carefully, "Otto, are you alright? Did I say something wrong?"

"No." He said through gritted teeth, his shaking stopping, "The bathroom is three doors down on the right."

"...thanks..." Concerned, she slipped out of the room. The man turned the other way when Kat tried to see his expression, and her own brow wrinkled in concern.

"Avoid the glass," He mumbled, though his caution went unheard. The woman was already down the hallway, and his little voice didn't reach her.

"Why am I so angry all of a sudden?" He asked himself, asked the arms, "All she did was ask a question. A simple question. What's going on?"

The tentacles didn't reply, instead continued to work very diligently on their broken brother.

Otto mulled over this, "A simple, easy question. She wanted to know where the bathroom was. And she needed a bathroom to wipe the blood off her face. So, why did it make me so angry? Was it you who did it?" He looked again to the tentacles, who again, were silent, "Answer me, damnit!" He hissed, "Why was I so furious when she asked? You know the answer and you're not telling me."

_**We are trying to complete repairs on the broken one of us as quickly as possible, as you said. Please stop asking us questions. **_

_You're avoiding the question! You know the answer. _He snarled at the mechanical appendages in front of him. _I know you know the answer. Tell me what it is. _

_**Will you leave us to our work if we answer?**_

_Yes._

The arms placed down their tools and all blinked at Oc, giving him angry stares. Their red lights spoke of impatience and the three of them matching his glare.

_**It made you angry because of it's sheer normalcy. You wish you could ask a simple question. We make things more complicated. We are your problems, your bane, and it because of us, you cannot be normal. You will never be normal. You will always, always, have us. And as much as you wish you could be like Miss Morrigan, wish you could go back to living the life of a typical human, wish you could continue your work in peace, it will never happen. She makes you angry because of her patience, we daresay friendship with you. She makes you remember what your old life was like. Your normal life. She makes you be hopeful that you can go back to living that life. You cannot. There are thousands of individuals who would never, ever, do what she has done for you. She has looked past us, Otto, even we have grown a certain grudging fondness for her. The public would never look past us. They stare at us and disregard you. You are lucky, yet, hopelessly unlucky, to have met her. **_

_**Now, that we have given you what you want, leave, us, alone. **_

Otto blinked in a stupor. They were right. They were always right. Always, always, right. Kat made him remember what he had been like. What he had done. What other people were like. Not even his own thoughts could make him remember, and yet, this girl, this little college student could. Where was the connection? It didn't make sense. Nothing made sense.

Nothing except those damned mechanical actuators attached to his back.

He hated them. Hated them for what they had done to him, to his life, to his world. But yet, he was so attached to them. Attached to them in more then one way. He needed them, needed to hear their mind to comfort his own and their tentacles to help him where he failed. This dependency had become natural to him. Natural, just as a smoker craves his cigarettes and the drunk needed his alcohol. Both, sending their addict into a downward slope.

He didn't think of his health often. Not nearly often enough. His mind had been focused on escaping the police or fixing the broken tentacle. Or even making the fusion reactor, so much before. Not being seen, or Kat and her work...but suddenly, it seemed like he was addicted. Addicted to the tentacles.

There was nothing he could do about his addiction, though. He couldn't break his addiction like a smoker or a drunkard. So...why did he worry? Why did he worry about something he could do nothing about? It seemed futile. Stupid, useless, and nothing except more worries. And he had plenty of those. Didn't need anymore.

"Are you alright, Otto?" The voice was tinged with fear and concern as Kat reentered. Her face was clean now, a bit wet as well. The black thread showed up ever more against her pale skin without the blood around it. She had tried to use her bangs to cover it, like he had done, but to no avail.

"I'm fine," He murmured, staring blankly at the arms.

"That's complete and total bull SHIT and you know it, Tentacle-boy." She glanced down at the arms, apparently not caring about the work. Grabbing a crate, she sat down on it and gave him a pat on the shoulder, "What's eating you?"

Octavius glanced up at her, the dark lines under his eyes showing, the natural puppy-dog look his face had always held also being especially obvious, "Why don't you run away from them?"

"What? This is about the tentacles?" She gave his hair a little friendly ruffle and shook her head, a small smile on her face, "Personally, I find you fascinating. I find them fascinating. The interaction between you two is extraordinary. And just them, well, they're so brilliant, and you must be a genius to create them, and then this and that and...I don't know. You're just...I don't know...nice."

"Nice?"

**_Nice?_** The arms all looked up at her, tools in hand – err – claw. The red lights of their eyes flickered in confusion behind the tools.

"Sweet, in your own sort of tentacled way. I don't know. I can't explain it. It's like you're some noble tragic hero. It sounds stupid, I know...but...," She shrugged, "I can't explain it. It just is."

The arms glanced at Oc, and he looked to each of them, then shrugged, "...Oh."

"And," She turned away, then stood up and walked to the back of the room, staring at the wall. Otto didn't turn with her, but the arms did, "I guess I'm a little scared of you too. I mean the first time I met you you almost strangled me, and then again when I came home, you almost strangled me again, and sometimes the arms can be so spontaneous and violent with the club and the media and I...I don't' know, I guess being friendly is one way to stay safe."

Otto's heart sank. He was happy that he was looking away. Otherwise she would see the look of hurt on his face.

_**So we were wrong. She is not a shadow of your previous life. She also embodies your life now. People fear you.**_

_Shut up. Just, shut up. I don't want to hear your voice anymore. _

"And...I guess it's just the kid in me. You're just so...interesting. And my psych major."

"So I'm an extraordinary interesting scary test subject."

"No! That's not what I mean!" She turned back from the wall, "Why do you always do that?"

"What?"

"You always are so negative about everything. I mean your tentacles could be a reason but that doesn't mean you have to get all morbid and mope about it! You know how depressing it is to see you looking like you haven't slept in a week and you're going to cause the end of the world? I mean, I'm going to be like, a convict for you, you could at least PRETEND to be happy! Instead, it's like 'oh yeah look at me, I'm Otto, I'm depressed," She scrunched in her brow to tray to imitated Octavius' deep set forehead lines, "and I'm sad. Boo.' Cheer up, Otto, you need to seriously get happy! I mean, enjoy it for once."

The doctor looked up at her and sighed, shaking his head, "You don't understand," he said quietly, bitterly, "No one understands. You can never understand. I have to settle my own problems. I have to deal with them. You can't understand what those problems entail."

"If you're going to spout this crap about problems, I wasted my time saving you, helping you, being your friend. I need another exit out of this building." She put her hands on her hips and sighed, "I really thought you were better then this pessimistic bullshit. It's not about understanding, you asshole, it's about being. About living. I told them you were a psychologist's dream come true, and it's going to be the criminial—"

Octavius held up a real hand, "Wait, wait. Who did you tell?"

"Why, your arms, of course," She gave him a confused look, "Didn't they tell you?"

"They spoke to you?" His eyes widened, "How?"

"You didn't know they could do that?" She half-shouted.

"I had...no idea." He blinked in confusion, then went to glare at the arms. They did not meet his gaze, and instead went back to working on the broken tentacle.

"Oh....well....."

At this, the mood in the room changed. Kat began to shuffle her feet in the doorway, Otto looked away at the opposite wall, and the arms tried to be especially quiet in their movements.

"So then...you can understand." Octavius said quietly.

She nodded silently, clearly not trying to disturb the silence. It hug around them like some sort of noxious gas, or an electrical spark that only needed a snap of the fingers to alight the whole room in a raging fire.

"I guess I....won't leave." She muttered, sitting back down on her crate, "I'm hungry."

"There isn't much I can do about that."

"No, but you CAN look out the window and see if we can leave the building."

"You're not leaving until my arm is fixed," He responded, "And we still have several more hours."

She grumbled at him in response, "Well, I'm taking a nap. I'll see you in a bit." Standing up and kicking the crate away, Kat grabbed the remnants of what could have been a footrest and used it as a pillow. Slumping down on the cold floor, she tossed and turned and tried to get comfortable, finally falling into an uneasy sleep.

With the distraction gone, the arms went back to work. Otto mulled over his own thoughts.

There was no clock in the room that the two of them were in. The passage of time mattered little.

A light nudge by one of the mechanical arms awoke Kat from her sleep. She groaned and swatted at in, turning the other way. At another insistent prod, she finally opened her eyes and blinked, "ow."

"Ow?" Replied Otto Octavius, her apparent companion and current tentacle-boy.

"Do not ever sleep on a hard floor and use a wood block as a pillow," She stood up and rubbed her neck, "That hurts like a bitch. What's the reason for waking me up, tentacle #2?" She looked at the mechanical arm.

"Watch," Octavius motioned to the two actuators, one, which was undergoing repairs, the other that was being repaired. The mechanic tentacle crossed two wires, another arm soldered them. The tentacle placed a metal plate over the wires and looked at its companions.

"We don't have a metal gluey thingy..." She looked at the plate and the arms, then to Otto, "What are they going to...?"

He shrugged as the third arm soldered down the plate. The fourth revealed a razor sharp spike.

Kat cocked an eyebrow and sat up a little straighter, watching closely. The spike began to spin, quicker and quicker, till it reminded her very much of a dentist's drill to sand a tooth. Otto winced at the spinning arm began to literally sand down the soldered plate.

_If they are one and the same......then sanding down yourself must hurt like a bitch_. Kat thought to herself, watching the spinning spike fixed the plate, so it would be impossible to even tell it was put on there to begin with. The spike stopped, retracted, and the red light looked at the man. He nodded to it, then closed his eyes. His brow wrinkled in thought, and the repaired arm's red light (was it an eye? Sometimes it seemed so much more then just a light) began to flicker on and off. Again, Otto's face scrunched up in an even deeper concentration. It flickered again, till finally the light strengthened and brightened. The newly fixed tentacle opened, then snapped it's claws. It slowly raised itself off the ground and glanced at Octavius, then Kat, then at it's three brothers. Chittering in what could only be thanks, the arm lowered down again and shut, the red eye flickering to only a glimmer as it went into some sort of stand-by mode.

_**It is completed. **_

The deadened light of the fourth claw did not extinguish itself in Otto's mind. It's presence made the human feel complete. Although the arm itself was in stand-by, it's mind was now fully awakened.

_**We have been repaired? **_

_You have. Your brothers and I fixed you. _

_**Our thanks to you. And Miss Morrigan? **_

_She helped save you from that saw. _

The saw! That human--- 

Otto's eyes hardened in concentration. Kat lifted an eyebrow, though she said nothing. _You are in no condition to fight, and I will not let you. That, is an order. Your actuator does not work properly. It needs to be tested. _

**_Are you saying our work is not satisfactory?_** The tentacles were angry at the questioning.

_Your work is satisfactory, if not better. But it will still need to be tested. We must be positive it will respond to my commands, and to yours as well. If not, we risk having another repair. I would not like to risk that. Nor do I like returning to this lab. _

_**It makes you uneasy. Though, another repair would be a terrible waste of time and extremely inefficient. Your thought for testing is acceptable. We apologize for...what is the saying....jumping the gun. **_

_It is quite all right. I have become used too of your gun-jumping. _

**_You are paranoid. _**Their voice was hinted with the faintest tone of a smirk.

_I believe I have the right to be paranoid with all of you. _He replied indignantly, his own facial features smirking as well.

"Hey, Otto?"

He was broken out of his conversation and glanced over at Katarina, "Yes?"

"Do you want to go back to the apartment? I still haven't eaten lunch. Or dinner. I'm starving. What the hell TIME is it, anyway?" She glanced out of the high window, "It's dark."

_**It's approximately 10:08 PM. **_

"It's about 10." He replied, his thoughts still focused on the once broken arm. It wearily lifted itself and laid on Otto's shoulder, and he gave it a pat with the oppisite hand, "And I'm hungry as well. I haven't eaten since....noon."

"Well I haven't eaten since this morning, so you quit complaining," She rolled her eyes, "So, how are we traveling?"

"We'll give you a piggy-back ride. That way we can test the repaired arm and carry you and avoid the streets."

She nodded, stretched out again, "That stupid board killed my neck," She muttered, then with a bit of help, jumped and climbed and latched onto Oc's back, "Let's go."

_You are fit for travel? _

The fourth arm flickered to life. The arms snapped once or twice, the light glowed a brilliant red and it peered around.

_**We are ready. **_

Oc gave the fixed arm an order to climb. It latched onto the side of the wall, the claws dug in with perhaps excessive force, showing their strength. The next arm took a higher chunk, and then they brought Otto Octavius and Katarina Morrigan up to the building. It was raining.

Correction, it was pouring. The rain didn't bother the mechanical tentacles. They were designed to resist just about everything. Heat, magnetism, and water, they were actually pretty close to being invulnerable too. They shook the water off them every few minutes to make sure nothing shorted out on the recently repaired tentacle, as neither them nor Otto knew how the plate would hold in dealing with the water. Speaking of Otto, well, the man was soaked. His hair and clothing were dripping wet, his body chilled to the bone. He shivered as the arms climbed. Kat was drenched as well. She had lost the hairtie in her hair somewhere between her rush to the hospital and now, so her waist-length brown hair was plastered to her shirt. The shirt itself was also stuck firmly to her body, the red and black design on it slowly bleeding into itself due to the cheapness of the shirt and the harshness of the rain. Her khakis were also sopping wet, rain pouring into and around her sneakers and socks.

Lifting the window, the three of them stepped inside. Kat dropped from Oc's back, "Okay, don't go anywhere! I'm going to get some towels. And take off that coat, too. And...however many shirts you're wearing under them. You'll catch a cold. Jeez, so will I, let me get some new clothes on....." She hurried away, making puddles with each step

Oc was taken quite aback by the somewhat rushed orders. The arms looked at eachother and then at him. With a shrug, he dropped the coat and prepared to pick up and hang it on the coat rack--

"CLOSE THE WINDOW, DICKHEAD!" Shouted Kat's voice from somewhere. Otto turned back to see the rain lashing into the apartment and continuing to soak Octavius' back. One of the tentacles closed the window.

_She called me a dickhead._

Why is that a negative inference? Are dickheads not necessary to survival? 

Otto gave a hearty (and much needed) laugh, then shook his head. The arms could be so oblivious to the finer points of culture, including slang such as 'dickhead'. It was a comfort to him, knowing these machines weren't perfect, weren't human, didn't know everything. They were still machines, still as literal as he had created them, and knowing this made him feel confident that they were still his creations, instead of his children. OR pupils, ready to surpass their master

There were about three more minutes of silence until Kat again reentered. She was dressed in dry clothes, a green T-shirt with a less-then-decent saying on it, and a pair of blue jeans. Her wet hair was tied into a bun at the top of her head, a towel around her shoulders. She tossed several more large towels to Otto, one, which he used to wipe his face and ran it through his hair. The other he used to try the tentacles that he beckoned over. Cleaning off their metallic surfaces, he avoided thinking about what he was wiping off. He ran the towel over the claws of each arm and then threw it over his shoulder.

She picked up his absolutely drenched coat and carried it with some disdain to the coat hanger, setting a towel under it to catch the water it was dripping.

"Your shirt too, Otto, you'll catch a cold."

"Why would you care?" He asked, voicing the arms' question.

"You'd give it to me, and then I would be sick. And either way, I'd have to take care of you." She gave him a little smirk.

"They take care of me," He cocked his head towards the tentacles.

"Yeah, well, they lack a certain human touch," She replied dryly, "And, I have no shirts to fit you. I apologize. I do not have tentacle-boys over often."

_**She called you Tentacle-boy. **_

_Yes, I fail to see the significance. _

_**She was calling you Otto previously. **_

_Does it matter what she calls us?_

The arms mentally shrugged, _**We were just pointing it out.** _

_I did not need your help to do such._

_**Miss Morrigan is talking to you. **_

"What? Sure." He answered distractedly, "Whatever you say."

"Alright. Then start unbuttoning, damnit."

He blinked again. He could see the arms smirking in his mind. She had been telling him to take off his shirt. Otto sighed, and in a slow, resigned motion, undid his shirt. He slid it off his shoulders, and the arms shrugged themselves out of it. One of the tentacles handed it to Kat.

She rolled it up in a little ball and tossed it in a corner that seemed to be thick with wrinkled clothes, "Dirty clothes pile is growing again....need to go wash shit..." she muttered to herself, kicking the pile for no reason. Finally, she collapsed down on her cough and sighed, "Do you want to get me some food?"

"No."

"I hate you," She replied, standing up and looking at him, "Well, I must say, for the super de duper Doctor Octopus, you still have a few pounds to loose, hm?" She smirked and strolled into the kitchen.

Otto was silent and gave the back of Kat's head a brooding glare. The arms' confusion echoced in his head. **_Why do you care about your stomach? For that matter, why does she?_**

_Society.._ He answerd back tiredly, _Don't worry about it. It's unimportant...society sees those with more weight as being worth less then those with muscles and no fat on their bodies._

_**We see. **_

"Hey, Otto, hungry?!" She shouted from the kitchen.

"No, I'm fine, thank you," He responded quiety, sitting down on the couch. She walked in with another bowl of ramen in hand, then noticed him.

"Off the couch, you wet lug!" She smacked one of the tentacles with the spoon. The arm grabbed the spoon and crushed it with eas in response, so she poked Otto's shoulder, "You'll ruin my couch. Like you ruined my spoon."

He turned around and glared at her, "I don't care about yoru couch, or your spoon. I do care about you pointing out all my flaws. Shall I mention your chest, of lack thereof? Perhaps the acne on your forehead?"

Apparently, that pushed more buttons then Octavius had meant it too, "And maybe the MECHANICAL TENTACLES attached to your SPINE?!" She shouted at him, "Maybe you're giving me more trouble then you're WORTH!"

Oc blinked in surprise, considering the sort of power that threat held, "I didn't mean to-"

"Oh. RIGHT." She growled at him, "Get of my F'in COUCH!"

This time he actually did listen, "I'll just go." One of the arms snaked into the dirty clothes pile and pulled out his soaked shirt.

"Out into this storm?! You'll get pneumonia before the policemen catch you. Sit...not on the couch....and brood. And I am going to get some f'in rest. I'm haven't gotten any sleep since I nailed you with the bat. Wake me up and I'll strangle you with your own tentacles." Snatching the shirt back, she threw it back onto the pile. With that, she dragged herself into the bedroom and Otto heard the deadened thud of the body hitting the bed.

Oc leaned against the window, listening the crashing sounds of the rainstorm outside. His head was empty and blank, thoughts unorganized. The arms were quiet. The silence, save the storm, unnerved him. He had gotten so used of hearing their voices (or was it voice?) in his head that the lack of it set him on edge. He glanced into the storm again, almost considering going into it.

_Kat would kill me. _

Why would you care what she would do? 

Otto blinked. Why _did_ he care? She didn't have the power to fight him, arms or no arms.

_**You are growing feelings for her.** _The tentacles accused, **_and there is little you can do to deny this. You do not want to get on her 'bad side'. It is why you are not on the couch. _**

_I hate you. _He barely suppressed the mental growl and turned away from the window. H wasn't sure whether he did it because he wanted too or to prove the mechanical arms wrong, but he sat down on the couch and stared bleakly at the blank TV screen.

Their voice was tinged with sarcasm as they replied. He could almost hear the smug smirk as well. _**We hate you too, Otto.** _

He didn't' want to turn on the television. He knew they'd be on it. Knew that him and the arms and Kat would be on, telling about how he escaped from the hospital and how she helped, and there was one more figure but no one could figure out who it was and this that and the other thing.

He could predict that the arms would ask why he didn't want to see this, and he knew that he would give then an unacceptable answer. He knew them well enough know, knew how they worked and how they thought and the way their mind(s) clicked. He knew their thought process and hopes and wonders and curiosity, knew their way of doing things and way of NOT doing things.

The door SLAMMED open. In the doorway was a girl, about 20, Kat's age. She was taller and skinnier, her clothing a bit more revealing, her hair black and cut to her ears, streaked with obscene red.

"Kaaaaattty!" She shouted into the apartment, not yet noticing the stunned Doctor, "Kaaaaattty! Your HELL-SPAWNED demon of the abyss is here!!!!" She sauntered in, "Jeez girl this place is a MESS!" It was only now she realized that there was no answer, "....Kat?" She finally glanced around and noticed the now completely stunned Octavius.

The expression gave Otto a pretty good idea this girl was an avid reader of the Daily Bugle.


	9. 9

Normal things apply. Blah blah blah. I don't own it. Etc. you know the deal.

_Our Future. _

_By t3h kod. _

One claw flew out of the shadows and clamped over the girl's mouth, pulling her close to him.

"If you do not scream, we will remove the claw. Is that alright?"

The woman nodded meekly, and as the tentacle slinked back to behind Oc, she gaped, "You're doctor octopus!"

"That we are." He responded boredly, "And who are you?"

"My..uh...name...is..well...y'see.."

"Oh, please," Otto rolled his eyes, "I'm not going to randomly stab you. I'm not a homicidal maniac, prioer to whatever the Bugle says. I'm hardly as bad they make me out to be."

She gave a tiny nod, "Mae," she croaked, clearly still terrified, "Mae."

"Well then, Mae," He gave her a sort of evil smile, "What are you doing here?"

"What...what are you doing...doing to Kat?" She squeaked.

"Why would I hurt her?" He lifted an eyebrow, "She has been kinder to me then anyone else since the accident." He turned around, glancing again toward the window. Mae's eyes widened as she looked upon the metal ridge that crawled up Otto's back and neck. She wondered idly about the part that seemed scorched at the very top, but her attention was again drawn, and her eyes widened, completely horrified, at the four mechanical actuators that snaked from the metal harness. The attention of all four arms was now focused on her.

They snapped their tentacles almost maliciously. The four red lights gleamed almost blood red.

Mae screamed. One of the arms snapped around her mouth. Octavius' face took a deep frown, though he did not turn around, "They mean you no harm, unless you instigate it."

The arm released a little bit so she could speak, "You're a freak! A freak! You're a mon—mrpph!" The claw snapped shut again. The girl's mouth was dully muffled again.

Otto dragged the girl into Kat's room as he walked. An empty arm gave her a rather rude awakeneing.

"stupid...tentacle.....Otto...I am going to KILL you if this isn't...super...de duper important you...bastard," She growled into the pillow.

"Your friend Mae is here to see you. She took the time to tell me I was a freak and scream in horror." His voice was flat.

Kat could sense the hurt in his voice, "Mae? What the hell is Mae---Mae!" She jumped out of bed and looked at the tentacle holding the woman by her mouth, "Let go, you stupid tentacle!"

The tentacle released it's hold on Mae's mouth and snapped at Kat, who growled back. Kat immediately hugged her friend, "Oh my god, Mae, I am SO sorry! I wasn't expecting you and I haven't gotten a lot of sleep and Otto was just-- and my god, are you hurt?"

"Me?" Mae rubbed her jaw, "What about YOU? There's a psycho in your house!"

"Otto isn't a psycho!" Kat shouted.

"He's a freak of nature with four giant freakish THINGS attached to him!" Mae replied in the same tone of voice, "And he's in your house! Have you called the police yet, they're looking for hinm again since he escaped from the hospital and they were going to cut those freakish craps off his back but he ran away because some freak helped him out

and.....Kat? Katty, what's wrong?"

Katarina's hands were balled into fists as her side. Her body was literally shaking. She lifted one finger and pointed the shaking digit at her friend, "Otto ISN'T A BAD GUY!" she screamed at Mae, "HE CAN'T DO ANYTHING ABOUT THE ARMS, ALRIGHT?! CUT THE MAN SOME FUCKING SLACK!"

Mae just stood there, silently, tears forming in her eyes, "Oh god, Katty, that wasn't you who helped him....."

Kat nodded bitterly, "It was me. I'm his only friend. You couldn't understand." She said quietly, though each syllable trembled with the same tears that glistened in her friend's eyes. Mae stepped back again, completely horrified.

"You...freak...you're... in his league or something...you.....you're not my friend...you...." She stepped closer and closer to the bedroom door, slowly inching out of it.

"Mae...no...wait....please..."

"Don't...touch me..." The taller woman hissed, anger suddenly creeping into her voice. She wiped her eyes and glared at the other girl.

Kat took several steps towards Mae, "Please...I didn't mean too..."

"If you want to be friends with that _creep_." She glared at Otto, "then get away from me."

Octavius said nothing. He merely walked past Kat and Mae – or, it would be more appropriate to say that his tentacles walked him out the door. There was a dull thump somewhere outside. Kat muttered vaguely, "Off the couch."

Mae embraced Kat in a tight, tight hug, "what has he done to you, Katty? Did he put some spell on you? Maybe he smacked you too hard with one of those claws of his? He must have ensorcelled you somehow.."

"Really, Mae, I'm fine. I'm not under a spell," She patted her friend's back, "He's not a bad man. Otto isn't as bad as Jameson says he is."

"Oh, so Jameson _made up_ the fact that he trashed Fallen and killed someone?" Mae accused, pushing her friend back onto the bed, "_Made up_ the fact he tried to kill Spiderman?"

"_HE _ didn't do anything. It was those arms."

"Oh," Mae rolled her eyes, "So they have a mind of their own now. I'm sure they just decided that _little Otto _ should go kill someone?"

"In fact, they did," Kat replied casually, "You hit it pretty much on the nail."

Mae snorted, "Please don't' tell me you're believing this bullshit."

"I don't believe. I know. I know because I've talked to the arms. They're completely different from Otto. Otto's a nice guy. Sweet. Kind of sad and depressing though. The arms, however, are just nasty little assholes. They're the ones who really did all of that bad crap."

"That's the stupidest load of shit I've ever heard."

"Then get out of my apartment." Her voice was quiet and stern, "Now."

"You mean, you're picking the freak and his bullshit over me, your best friend you've known for two years?" Mae looked at her friend with amazment, "I can't believe you, he's cast some sort of spell on you and..."

"I don't care what you say about me. I know you talk behind my back about me. You're not my best friend. You're my friend. My best friend deson't talk shit behind my back. I"ve heard it. Don' try to deny it either. But don't give me grief about Otto, alright? Maybe if you stopped reading the Bugle and listening to everyone else maybe you'd learn more about him. Like I have. Get out of my apartment if all you want to do is give me shit about my companion."

Mae had nothing else to say. She turned aswas gone. The door closed with a clatter, and Kat walked out of the room, glancing around.

"Otto?"

There was no answer. No sound of mechanical arms or the faintest hints of a quiet voice. Oc was gone. She rummaged through her dirty clothes pile. His soaked shirt was gone. His coat was gone from her coat hanger. He had gone into this storm.

_Well,_ she reflected to herself with a sad smile,_ better then the storm he was getting inside, I suppose. _


	10. 10

AN: I actually had no intention of putting this up until I came upon this review that I really wanted to reply too and didn't want to forget. So you get a new chapter.

Read Mindless! It's on Deviantart AND ! It's written by me and Erin )

Disclaimers: I don't' know Ock. I own Mae and Kat.

Now this review I really wanted to reply to. Not because it's bad. Because I like it and it asks the questions the previous chapter is meant to get people to ask!

"So the two have been friends for two years, well if Mae talks behind her back and Kat knows, you've just undermined that friendship straight off, especially taking into consideration Kat's character - the type who wouldn't take crap like that."

Bah. In my high school, I know people who talk shit about their friends they've known for two years all the time. Besides, Mae's character is designed to be a bitch. Besides, you make a lot of shallow friends.

"And I'd change Mae - it's utterly vital, at least for Kat that they rally her to their cause, otherwise she's going to inform the police, then where would Kat stay?"

Where indeed! I wonder where they could go! Maybe if you keep reading you'll find out where, eh?

_Our Future_

_By me. Woo. Steal and die. _

Otto shivered in the rain. He stood under an awning so the rain didn't' hit him, but that didn't do anything about his previous soaked condition. His arms hung low around him, sensing his mood.

_I am a freak, aren't I? _He asked his arms, leaning against the building. His voice was quiet, devastated. His arms curled around him, trying to comfort him as best they could.

_**Most certainly not, Otto. You seem quite normal to us. **_

_No...I am. I am a freak, just like Mae said. I have you..._ He glanced toward one of the red lights, which blinked, then sunk into the darkness, _and......I am..._

_**You are no different from them, Otto. Except, perhaps, you are intellectually superior. It is us that separates you. Which, is quite literally impossible. It is us that separates us, not you. You, as much as it disgusts us, are much like them. It is our fault, of course, that you stand where you are. But there is nothing you can do about that position now, unless you wish to make it worse. **_

_.........thank you. _

_**As Miss Morrigan....or Kat, as you so fondly call her, says, get your ass out of that depressing craphole you put it in. **_

_She told you that?_

**_Actually....._**The arms' voice was tinted with shame, and Otto was surprised, **_We created it ourselves. Does it sound like something Miss Morrigan would say? _**

Otto laughed and shoved the nearest tentacle away, "Yes, it sounds like her. Do not go turning her. I daresay one of her is enough."

_**Do not have fears of such a foolish thing, Otto. **_

_Oh..._

_**Yes? **_

_Thank you._

_**You, Father, are quite welcome. **_

_Let's get back to Kat's place. She'll no doubt be worried sick. _

_**It will make her ill? **_

_No. Just go. _

The arms turned and smashed through the awning of the building upwards, climbing to the girl.

The trip was not a long one, not by a longshot. They were only two buildings away and nine floors down. One of the arms rapped sharply on the window, and with a little gasp, Kat threw said window open.

"My god, Otto! Take that clothing off you're soaked!" She helpd him out of the coat and threw it aside, then took his shirt after he had pulled all of his limbs out of it. She looked and him and sighed and began to speak in such rapid fire that it took the doctor and his mechanical arms several seconds to figure out what she was saying after she was gone talking, "ohmygodOttoIcan'tbelieveMaesaidthosethingsandshewashereandohmygodshe'll callthepoliceandwehavetogounlessyouwanttobearresstedandohmygodI'msorryshesaide thosethingsandIcan'tdoanythingandohmygodwherewillwe---"

"Shut. Up." He gave her stern look.

"That drenched rat look does not go for you."

He rolled his eyes, "We'll head back to my apartment. I doubt it's been sold, people probably think it's cursed. You'll get the drenched rat look too, so I don't suggest you comment on the way I look when you'll look just as bad in about two minutes.

This time, however, Kat put on some better clothes, a blazer, a hooded sweatshirt and another sweatshirt over that. She also grabbed an umbrella, and a backpack that jingled and rattled and clunked and made all sort of strange jangly noises, "Alright I'm prepared!"

Oc shook his head, "Grab onto my back and we'll go."

"Is your apartment far?"

He shook his head, and she jumped up. Reaching for her celly, she managed to just grab it as Octavius vaulted himself out of the window and out into the storm.

Making their way down the blocks wasn't exactly easy. The arms shook and blinked to try and keep the water from distorting their vision and the fact that both Kat and Oc, despite all precautions, were soaked and shivering made them extremely uncomfortable. Oc had never been more grateful for his high windows then now as he smashed through one and dropped down, his two bottom arms absorbing the fall for him as they set him down on his feet. He glanced around as Kat dropped from his back, a pained expression taking on the doctor's face.

"Hey, Otto, you alright?"

"I'm fine."

She sighed, "Arguing with you never works. Fine. Don't....kill yourself or anything. Where's your bedroom?"

He turned, "My bedroom?"

Kat nodded, "Yeah....the bedroom. You know, the place, with the bed."

"Don't sleep on my bed, Kat. That makes me feel rather uncomfortable. I wouldn't prefer it." Six eyes, two real and four mechanical, turned to look at the girl. A tiny shudder passed through the college student at the stare of the six lenses, biological or not, "Do not do it, Katarina."

"Fine, fine," She held up her hands, "Peace, Tentacle-boy. Don't need to get all worked up about it. Can I sleep on the couch?"

One of the tentacles pointed down the hallway, then pointed upwards. Kat walked off that way, grumbling to herself about the strangeness of certain tentacle-boys. Her voice was finally covered up by the thudding of feet on steps and was followed by the slamming of a door. The china in the cabinets in the kitchen (where he stood) rattled, and Octavius winced

"I was never much for believing in ghosts and other such supernatural things, but the feeling in here could change that." He received no reply from the AI of the mechanical arms fused to him, and discovered they were somewhat deep in thought – about what, he didn't care and probably didn't want to know anyway, "It's only been...what...a month? A month and a half? Since we sat here together. Sat and talked about the future. About Nobel Prizes and Oscorp. I should pay Harry a visit, I suppose. I'm sure he'd be so pleased to see me," Oc chuckled, "No time like the present, I suppose..."

He wandered into his bedroom. At first, he thought that stepping inside would activate some mental land mine, trigger something that would cause him to hate himself more then he did, but with the first tedious step, nothing happened. With a sigh of relief, he asked one of the arms to pull out a shirt. Not a sweater. The arm complied with a nod as it opened one of the draws and tossed him perhaps the only loose-fitting shirt he currently possessed.

"_Please? It'll look cute on you. For me?" Rosie had given him the sweetest smile in the department store as he glanced at the shirt, not exactly pleased. _

"_For you, then, Rosie." He shook his head and planted a kiss on her cheek, taking the shirt as the two of them walked through the aisle. _

The memory made him blink and shake his head, a fresh wave of sadness crashing into him. The actuators' AI hissed at his remembrance, but he shoved them away. The tentacle subconsciously clenched the shirt a bit too tight, but then handed it to the doctor, "I'd say it has four too few holes in it...." Shaking his head, he held the shirt out. A spike protruded out of one of the arms and made four nice sized slits in the shirt. Shrugging himself out of the current stolen shirt he possessed now, he dried himself off with a towel pulled from a towel rack, then slipped the new shirt on, the arms sliding through the new holes. His drenched coat would have to be worn, though, as before he had acquired these arms, he had scowled upon anything that hanging that long. Now, the long coats covered his arms very well, and he had even grown a certain grudging fondness for the style.

He grabbed a hat from his closet and a pair of sunglasses from his dresser drawer. Placing him on his face and glancing into the mirror, he decided he looked obscure enough. His hair had not dried much and he still had that 'drenched rat' look. The tentacles sunk under the coat, and he slowly went to the door of his apartment and left, praying to whatever god would listen.

He took his first steps out of the building, on the street, and looked nervously around from under his hat. There were people out, not many but people nonetheless. He stepped into the crowd, still praying, and began a brusque walk down the street. He tried to remember the address of Osborn, and happily, it came easily to his mind. He entered the building and frowned, trying to recall the floor he was on. That didn't' come as easily, nor did one realize how high they were when they climbed buildings.

_**Top floor. **_

_......where did you see it?_

_**How else could he haves such an impressive apartment? **_

Octavius mentally kicked himself. He pressed the button for the top floor as the elevator door slowly closed and it began to rise.

Thankfully, he was alone in the confined area. He looked up at the mirrored walls, seeing himself reflected into the reflections of the reflections. The four holes in his coat were especially conspicuous...he had never really realized them before.

With a quiet 'ding', the door slid open on the top floor. He stepped out and watched the door close, then turned and faced another door, this one of elegant mahogany. Very out of place. He raised a hand, and rapped on the glass.

"WHO IS IT?!"


	11. 11

Disclaimers: I don't own Ock or Harry.

This is the Harry Osbourn Abuse Chapter. If you like Harry, you should probably stay away from this chapter.

_Our Future_

_By KoD._

Harry Osborn's voice, of course. He could barely detect a slur – the boy had been drinking again. Again. T'was a bad habit.

"Just come to the door," He replied, not raising his tone to match the boy's.

Otto could almost envision Harry paling. Could almost see him stand from his desk and slowly rest a shaking hand on the telephone.

"I'm sure you recognize my voice, Harry. In which case, I will continue speaking. I know how protective you are of money. Therefore, my options will be based on it. If you do not open your door, I will tear it off the hinges, and send it flying into your luxurious home. I will make sure it hits many, many of your precious things. I will also do this if you call the police. And I will know if do. I can hear your little heart beating from out here." A little lie, but he knew that Osborn would believe him, "Or. You can open the door, and we can have an intelligent conversation between two perfectly sensible human beings. Both of which have lost something precious to them, and gained a few more enemies."

Just as he'd expected, the door opened. Standing in the doorstep was Harry Osborn, looking worse for the wear. His eyes were bloodshot, and his breath reeked of alcohol. He stared at Otto, who graciously invited himself in.

"You don't mind if I sit on your couch, do you?" Octavius motioned to the leather couch behind him, and Harry shook his head wordlessly. Oc sat down, setting his hat and sunglasses aside, "I hope you don't mind if I don't remove my coat. I find it hides a multitude of sins. And arms."

"What do you want?" croaked Osborn, "What do you want from me? You've taken my money and my company, you've destroyed my name and taken things that had innumerable value.....I don't have anything left for you to take, except my life."

"I wanted to have a sensible conversation with you, just as I said."

"You're not a sensible man."

"And you have been drinking an obscene amount. Scotch is strong, you know. You shouldn't gulp it down the way you have been recently. You could die from liver damage sooner then you want."

"Not like anyone would mourn me."

_**For such a spineless, cowardly whelp, he's surprisingly correct.** _

"You know, Harry, you didn't use to be like this. Even when I saw you on our previous encounter. You were not nearly as bad. Has something happened?"

"Why would you CARE?" The younger Osborn sat down in a plush leather chair, staring to the side.

"Why, after everything I've gone through, I am still quite human. I have thoughts and feelings, hopes and dreams, weaknesses and strengths......" Octavius glanced thoughtfully to where Harry's gaze sat, a spot where a white tarp covered a section of the wall.

"Get out of my house." He spat, looking directly at the doctor, "Get out of my house now before he—"

The doorbell rang.

Harry stopped in midsentence, and Otto glanced thoughtfully over, "Who's that?"

"It's Peter," again, the boy's voice had taken on a wasted croak, "I have to...talk to him and I don't want him..."

"Parker? Knowing I'm here? It's quite fine. We have a certain...pact. I'll go open if you want."

"No, that's fine." He shakily got up and opened the door.

"Harry?" Peter asked, his brow wrinkling in concern, "Harry, what's wro...." At this point in time, the superhero's eyes finally met with the doctor's, and he didn't need to finish the sentence, "Doctor Octavius?"

"Hello, Peter." He gave the boy a somewhat courteous smile, "Harry and I were exchanging in...well, trying to exchange in pleasant conversation, but it was not working too well, I am afraid."

"What are you doing here?"

"Getting more tritium," He replied with a little smirk. At the look of concern that settled on Parker's face, Oc shook his head, "No, not really. Besides, I took everything he had last time. As for what I'm doing here...I really have no other place to be and.. what was that, Harry?"

"Nothing." The Osborn sat back down in his chair, gripping the armrest so tightly that his knuckled were whitening, "Nothing at all. Would you mind," His voice grated against gritted teeth, "Leaving?"

"Why would I?"

An uncomfortable silence settled over the too-big room. Peter sat down in a desk chair that he pulled over, but the feet of the chair made no noise against the floor. None of them moved, either, and the squeaking of the leather went unheard as Harry shifted, cleared his throat, and finally spoke again, "Well?"

"Well what?" Otto glanced to Peter and then to Harry, lifting a bushy eyebrow.

"Leave."

"Oh! You misunderstood me." He chuckled softly, "I meant, 'why would I leave?' rather then 'Why would I mind?'. In other words, yes, I do mind. I have no intention of leaving your luxurious apartment. I find it to be rather comfortable."

"Doctor...."

Otto shook his head. He stood up and walked to the balcony, and both Peter and Harry followed him.

"...there are four holes in your coat," the former pointed out, not quite sure how to break the silence that hung over them.

Otto rolled his eyes, leaning on the balcony railing, "Yes, that's where the arms go," He said a bit dryly, both him and the tentacles noting the sheer obviousness of this, "Right now they're being courteous and remaining behind my coat. Unless you wouldn't care, of course."

A little taken aback by the strange courtesy that Octavius was displaying, Peter glanced to Harry, who glanced back. They both nodded.

"Why, you are both so kind."

"What's the occasion, _Otto_?" Osborn asked, a sneer finally curling into his lip. Otto turned and grinned, the arms fanning out behind him, thought his coat. Specifically, the four holes which had been pointed out earlier.

"Finally I see some of the real Harry Osborn making an entrance. Not the drunk sniveling wretch," His tone was condescending, "that I saw earlier. There is no occasion. I just wanted to see if you were dead yet," Special emphasis on the 'yet' part, "Or mad. I'd say you looked rather maniacal last time I saw you."

"You didn't look particularly in your right mind either. "

"That's because I wasn't." He smiled a strange smile, "But you are clearly back to normal. The..."

_**Sniveling, spineless, cowardly, idiotic, gluttonous...**_

Otto chuckled in the middle of the sentence, grinning at one of the arms, "That's not polite."

"What?" Peter lifted an eyebrow, glancing to the arm, which looked at him.

"They called you," He looked over at Harry, "Sniveling, spineless, cowardly, idiotic, gluttonous......greedy.....foolish.....alright that's enough."

Harry said nothing. He snarled, in rather animalistic fashion , and walked back into his penthouse-esque-apartment, "At least I'm human."

"Says whom?" Otto's voice trailed behind Harry like the tentacles that trailed behind the doctor himself. Oc hadn't moved from his spot on the balcony, Peter quietly standing near.

Harry reached down to his desk and picked up the glass, gripping it tighter then he should have. His knuckled were white again, as he turned and flung the glass toward Octavius. One of the arms caught it in mid air, not even breaking it, and set it down on the balcony. Otto hadn't even blinked. Harry just glared, his face filled with rage at this man, this _doctor_, dare he call himself, had pushed his buttons so badly.

"I'm not a freak who had mechanical tentacles attached to his back." Harry said, glancing back to Otto again, his face covered with a maniacal smirk.

Otto's expression flickered between three or four expressions in the space of a second. Finally, it settled on a cold glare, "I've got more of a life then you do."

"Is that _so_, Tentacle-boy?"

"Don't call me that. _That_ nickname is reserved for someone who you don't have enough class to lick the dirt from her boots."

"So the mighty Doctor Octopus has a girlfriend, doesn't he." Harry smiled dryly, then took a drink from the scotch, watching Otto's face contort in rage, "Careful, don't lose her like you did the first woman in your life, you didn't even deserve that skank, that bag of flesh and bones, no brains at all and –ulp!"

Otto Octavius' face was contorted in sheer fury, the tentacles not particularly pleased either, all four lashing out, one of them grasping Harry Osborn none too lightly around his neck, lifting the boy of the ground and pulling him close enough so that Octavius could smell alcohol on Osborn's breath and Harry could feel the anger emanating off Otto in waves. The other three arms glared at the boy, and Otto leaned in close, hissing in Harry's ear, "If you ever, ever, _ever_ say _anything_ like that about Kat or Rosie, I will filet you. Filet. Do you know what that means, Harry Osborn? I will use these tentacles," Two of them snapped for effect, the third revealing a serrated spike and holding it next to Otto's head to complete the effect, "And peel the flesh off your bones. I will take your skinned body, and dip you in the Atlantic Ocean, so that you burn in hell from the salty water, and just as you are about to pass out, I will drop you in the middle of the city, so that the pigeons can pick at your eyes, and the carrion birds can eat out your intestines while you still live. And I will cause you pain, Harry Osborn. Pain that you can not even _imagine._ You have no idea what they can do, Harry. What _we_ can do. Do I make myself _perfectly_ clear?" Octavius pulled back from the boy's ear and glared at him, teeth gritted. The three tentacles opened correctly and watched Harry from behind the doctor.

"Over. My. Dead. Ass." Sputtered the boy, trying to struggle out of the tentacle's grip.

"That can be arranged." Octavius hissed, "You seem to think you are invincible. That the press, the law, everything, will immortalize you. You are wrong, Harry. You are painfully, horrifically, wrong. You will die, and you will be buried, and your name will be nothing but the _failed_ creature, the wretch that _tried_ to be his father's successor, and _failed._"

Harry's struggled renewed with greater effort as the other three tentacles lifted from behind Otto. They snaked around Osborn.

Sensing something bad, the other college student backed up, "Doctor, no!" Peter shouted, getting a running head start and aiming to knock Harry's body out of the grasp of the metal arm. However, the three arms that weren't occupied were very much aware that Parker was going to do this, and they were prepared. One of them lashed out and caught Peter in the gut with the flat side of the closed claw, the other two grapping the boy's wrists and tossing him aside, the boy skidding onto the balcony, his wrists bruised but intact. With this done, the three actuators returned to their spots around Harry.

"Break his arms," Otto Octavius, also known as Doctor Octopus, snarled to his mechanical tentacles.

They were more then happy to comply.

Oc dropped the writhing figure of Harry Osborn. Blood and bone fragments fell onto the expensive wooden floors along with the man.

"I deeply apologize that we were not able to have an intelligent conversation, Harry. Perhaps we should start learning other peoples' boundaries." He sneered at the fallen form, then whisked over to pick up his hat and sunglasses, "I also apologize to you, Peter, that you had to see that." With a bow, he opened the door and stepped out of it, the arms slinking back into the holes in his coat.

Peter was stunned. He wasn't sure what had just happened. That couldn't have been Otto that just did that, it had to have been the arms, but yet, Octavius looked as in control and as sane as any man, if not more so. The reasoning for the action – insulting the two women in the man's life, one of which he had indirectly killed, the other the only person to accept him – was understood. But the action itself, the sheer thought of the man shattering Harry's forearms, was beyond him.

He glanced toward the writhing figure. Harry was moaning in pain, trying weakly to hold his arms, bone and blood showing.

Peter blinked back to reality and picked up the phone, dialing 911.

"Hello? 911? Yes, I'm calling to report a man who was attacked by Doctor Octopus," He bit his lip even saying it, "His arm bones are broken.....forearms......uh...28th and 51st West.....Thank you." He set down the receiver and kneeled down near his friend, whose face was twisted in agony.

"911 is coming, Harry. Just hang on a little longer."


	12. 12

I don't really like this chapter. But...eh.

Ock belongs to Marvel, Kat belongs to me. Steal and die.

...short AN.

_Our Future_

_By KoD_

Unlike all the times he had hurt people, this time, he felt not remorse. Harry had deserved what he got. He should have _killed_ the bastard. But his humanity kicked in at that moment, and he decided that leaving the boy with nothing to drink with would be decent.

"That was a lot of anger coming in.....in two...fell....swoops..." He smiled, a bit coldly, to himself as he glanced around from under his hat. The night crowd was starting to rise. He should return home, and quickly.

_**We are quite pleased. **_

_As am I._

Finding an abandoned alleyway, Oc motioned to the wall. The arms slid around him and dug into the wall, bringing him up, up, up the wall, to rest on the ceiling. He glanced around, then motioned to another building, wanting to go as high as possible. The arms whisked him away by his command, keeping quiet but still making good time. Most people were asleep by now, but there was still the matter of caution.

The fact was, Octavius didn't want to return to his home. He didn't want to return to his kitchen, where he had talked with Rosie and Peter before that fateful accident, didn't want to go into his bedroom, that was still laced with the faintest traces of Rosie's perfumes and scents, her vanity table still untouched, his clothing mostly intact as well. Those halls were haunted with ghosts now, ghosts of the past. Of an old life that a fog was quickly obscuring. That place made him remember. Painful memories struck back at him when he went there, memories better left forgotten now.

So he climbed the buildings. Conversed with his arms. They climbed for him, and he came with them, lost in thought. Not in memory – he was never lost in memory anymore. The memory was lost within him, rather. His mind was blank, the chattering of the arms silent, until they finally stopped moving.

"Why have we stopped?" He asked, still a little out of it.

_**We are quite high. **_

Blinking, Otto shook his head. He finally glanced around, seeing nothing but sky and a spire.

The city skyline loomed in front of him. Not a building stood in his way, all of them below him. He glanced back to the tentacles, which all were tightly gripped to something behind him. He was being held on to the Empire State Building.

The view was extraordinary.

_**We knew you would appreciate it. **_

Octavius stared out into the horizon for a long time. It was a long, dark line at this point in time, the New York City Skyline. The sun had long set, making the sky a dark blue-black against the lit-up glory of the buildings.

_Just like me. _

Hn?

_They tell me I am a freak for living with you...but yet, as I stare into the skyline, does everyone not live with some form, some subconscious artificial intelligence? Do they mean to tell me the skyline I stare at now is not alive in its own way?_

_**Humans are afraid of sentience machinery because they fear it will evolve with superiority to them. We are not particularly surprised at this, but it is quite an idiotic fear in our opinion – they cannot even create something as good as themselves. And that which is better, cannot think without a human starting the process. A standard home computer can do only what it is programmed and commanded too. **_

_One would wonder._

...**_not on purpose, anyway. _**

This last part was said with a bit of a mental smirk. Otto shrugged to himself and yawned, "What's to do tonight....saw Harry...Kat's asleep...ah yes, Kat! The hospital!"

_**Pardon?**_

"Kat's blood and various other incriminating evidence....I don't want her known as the person who helped me."

What is your implication?

"I want you to destroy that hospital room."

The arms were flying down and across the buildings before he could blink. Like making children race to see who gets the most candy, they scrambled down as fast as possible, flying from building to building. Otto tried to figure how much time it took them the first time verses the this time, and through all his calculations he figured that if he had dealt with the annoying Osborn for an hour or so, then he had been strolling merrily around for about a half-hour to fourty-five minutes. That would make the time about right now...

_**11:46 PM, to be exact. **_

_My thanks. _

So if it was 11: 45 now, then by the time he got to the hospital, then back to the apartment, he'd figure it would be about two-ish. If everything went well, it would be later. The Empire State Building was quite far away from the hospital, but at the speed they were going, it would take no time at all. He had to hold his coat closed to again avoid the bits of cement pelting his flesh, but was enjoying it besides that. He decided to himself that the arms were much, much easier to deal with if he let them cause them chaos on occasion rather then just run around the building.

The exact time that he arrived at the hospital was unimportant to Oc, so he didn't bother to ask. He recognized the building's siding and his arms reached out to grasp it about the tenth floor. Three of the tentacles landed with an unhappy CRASH, the fourth one (the one which had recently been fixed) had the unfortunate problem of not opening in the correct angle and instead of grabbing onto the wall, smacked off of it instead. It flailed several times, the tentacles' AI cursing in it's own strange way in the shared mind of the duo. The arm shook a little bit, then gripped another spot, correctly this time.

_You are alright?_

_**Fine. **_

Not quite believing but also not sure how to back it up, Ock tentacle walked into the now well-used ninth-floor shaft. He ordered the arms to press onto his body as he crab-walked on the bottom of the shaft, as the noise the arms made while moving would not exactly help him be secretive. He walked for a while, counting the steps and glancing down occasionally, before finally looking down to see a hospital room looking rather shambled. Kat hadn't done much to hurt the room, but his argument (arguably the worst he'd ever had) with the other mind that lived with him had torn the place apart. He peered around a bit more, noticing the hospital table and the blood on it – that would have to go. As would the scalpel...he noted that as well. The rest of it would simply have to be ransacked badly enough to cover her fingerprints and DNA. Parker, of course, wore that suit, so he wouldn't have to worry about the boy.

_I assume you'd like it to destroy the room?_

_**Must you ask such a ridiculous question? We think you know us well enough by now. **_

_Then by all means......_

Again, they needed no motivation besides that.

Otto dropped down from the vent and nodded. He closed his eyes – he didn't want to see this, and he was sure he'd hear it

"Ow...shit......"

Katarina Morrigan opened her eyes blearily.

SHATTER.

"Shit. That could NOT have been good. Oh, my fuckin' god. Otto is going to fuckin KILL me. I am so FUCKING SCREWED. What the HELL do I do now?" She stood up and rubbed her bum and her head, "Stupid blasted stairs." Glaring at them, she stood up and looked at the coffee table that had apparently walked itself to across from the steps. It had, very obviously, stopped her tumbling, crashing fall down the steps. It had also apparently held something, something made of glass, given the shards on the table.

"Oh my god, oh my god, oh my god, oh my god...oh my..fuckin' god...Otto is going to disembowel me when he sees this....I don't know what to do...well..first, let's clean this glass up, all I need is for him to come and cut his foot open..." she cursed to herself and used her shoe to scoop most of the glass under a nearby rub, picking up the largest pieces and putting them into a garbage can, thankfully that was nearby.

She'd been sleepingwalking. She had sleptwalk all the way to the stairs, then fallen down them. With the headache that she had now, she'd never get to sleep. So she decided to wander Oc's house instead.

She strolled into his kitchen and looked around with curiosity. The man had several different sets of china and many, many cups. _Must have loved coffee..._ she thought to herself as she looked through all the different pictures on the mugs. One of them had a picture of Otto and a woman, smiling and hugging eachother.

"He looks happy in that picture..he's never..really looked that happy..." She said to no one in particular, feeling a bit sad, "I guess that was his wife..."

Tearing her eyes from the imprinted mug, she sat down at his table. It was a very nice table, actually, with a stained-glass design on it. She looked at the design and smiled – it was a man reaching out to grab the sun. Tracing her fingers over it for a while, she gazed at the beautiful golden and green glass, _I bet he was really happy before he got all of this shit. _She pondered, standing up again and turning from the kitchen.

She was assaulted by a row of books that surprised her. With curiosity she strolled over and looked at some of the bindings. Some of them she expected: Nuclear physics, fusion, advanced science, blah blah and that crap. Some of it, however, blew her away. Otto wouldn't read stuff by Henry David Thoreau or T.S. Elliot to save his life.

Again she shrugged, striding into the next room over. This bedroom, no doubt, that Octavius had been so vehement against her sleeping in. A vanity table an all sorts of feminine things was pressed against a wall and a mirror hung above, next to a closet and then a window. The bed was pressed against the next wall, a strange piece of art that she didn't' recognize hung above it. Next the bed was a bedside table, which held various things like glasses, a cell phone, a post-it note that read 'get eggs and fix chain', and an alarm clock that was off, and a man's watch. Two drawers were under it; she opened them both to find neatly pressed socks and boxers.

Shaking her head and grinning, Katarina closed the drawers and moved on to the next object. This was another dresser, thought it was taller. She pulled over a stool and stood on it, looking at the various things that rested on the top. Several pictures of Otto and that woman from before. She reached for one had a much younger looking version of him in an expensive tuxedo, the woman wearing a beautiful white wedding dress. Both were beaming at the camera. Kat looked down, noting that it carried an engraving on the bottom of the frame.

Otto Octavius and Rosalie Harris-Octavius – Married June 8th, 1986.

"So it's his wife...Rosalie..pretty name...." She set the picture frame down and looked at it again, "He looks...really happy in these pictures." She jumped off the stool and sat down on it, resting her chin in a palm and her elbow on her knee, the other hand absent-mindely playing with her hair.

She'd never really thought about Otto being happy. Octavius was never really 'happy' when she was around – sure, he smiled and laughed but somehow, it was fake. In these pictures, it was true. He'd loved this woman, that was for sure, and he had been happy.

He wasn't anymore, that was definite. She frowned, "Now all he does is frown and scowl..." Her expression became tinged with sadness itself, "And he has these bags under his eyes...." She picked up a picture from the top of the dresser and looked at it, "Not in any of these pictures, he doesn't....damn.....I kind of feel bad for him." She stood up and plced the picture back on the shelf, then put the stool back where it had come from. In a much more melancholy way, she left the dresser away and discovered more clothes in his closets and various science trinkets in his drawers. The bedroom now boring, she left, leaning in the doorway as she wondered where to go next.

The college girl wandered aimlessly back upstairs into the living room as she looked down at her backpack. She was bored, and THIS was clearly a bad thing. Unzipping the trusty Jansport, she pulled out a collection of CDs, headphones and a CD player. She hopped back down the stairs, avoiding the end and making a mental note to clean up the rest of the glass before Otto returned.

Her eyes wandered through her CDs, not quite sure which one to choose.


	13. 13

AN: No, I don't own Ock. I do, however, own Kat.

This was my favorite chapter before I started writing Mindless (it's on my DA page). Then I started writing Mindless and it wasn't as exciting. Ah well. Angst warning.

And this is dedicated to Santanico because BESIDES writing one of THE best pieces of fanfiction I have EVER READ (top five), which is called Freak Like Me, she also helped me rewrite this chapter, because it previously sucked. I :heart: Sant.

_Our Future_

_koD. _

Octavius came through the upstairs window, glancing around. Kat was no where to be seen, and he had the flitting fear that she was going through his things. He did not want her making him remember anything. Remembering was painful.

He walked down the steps absent-mindedly on his own two feet, glancing around. His face wrinkled in confusion as he noted the coffee table that was set up near his steps had been moved. And there had been something on it, but he couldn't exactly remember what…

CRIINKNLLE.

"OW!" He cursed, looking down. Small shards of glass littered the bottom of the stairwell and he walked straight into them. The arms immediately moved him over the remainder of the glass and sat him down in a nearby chair.

The doctor cursed his bare-footedness – he had lost the shoes in the mad dash between the hospital and here, one of them being torn by a rampant scalpel in the hospital room, the other being caught by Spiderman, though the rest of his body got away. He looked at the bottoms of his feet to see little drops of blood in various spots, some of the spots twinkling with glass clearly stuck into his skin. One of the tentacles pulled out a miniscule claw and pecked the shards out, despite his wincing. Glass was sharp. Sharp enough to cut him. Probably to kill someone.

…_to kill someone……_

His mind was wrenched back into that time. He saw the glass coming toward her. Saw it flying towards the woman he loved, all razor sharp edges and crystalline deadliness. Saw it crash into her; saw her fall to the ground, lifelessly.

"_Rosie!" _

**_Stop that!_**

For once, he was grateful for the AI of the tentacles. They did not want him to remember it.

He didn't want to remember it either.

But even so, the arms' voices were muffled against her scream. She couldn't scream anymore, not with the shards of glass in her larynx and throat. Cut her jugular vein. Cut everything. He could hear them shouting to him, for him to wake up. Though it almost felt as if someone had gagged that voice in his mind, hidden the meaning, the words even, from him and leaving only the noise of knowing that they were saying. But he couldn't figure out _what_ exactly it _was_.

Pain.

The electrical shock that had fired through his spine, through his vertebrae, through the arms and the inhibitor chip and everything else, was dulled in his mind. Pain did not repeat itself so much, not unless you managed to shock yourself twice. It was nothing to him. It was the ticking itchiness of a bug on his skin, no _real _pain.

But her scream, then silence, hurt. It showered acid upon his bare skin, forced poison down his throat, brought knives and cut him everywhere possible. The sheer, wretched agony of the decibels Rosalie Octavius couldn't reach anymore, the noise had stopped so abruptly, the silence in itself, set him in agony. A burning, blistering pain that seared his marrow and inflamed his nerves so terribly it felt as if he had been dropped in a volcano, an exploding demonstration of horrific and destructive power. He had, almost.

Was this why the actuators had kept the memory from him, guarded it with such power that he could barely even discern it had happened? Was this antagonizing, horrendous pain why they had hid it?

He could only think on the question for a second, before another force hit him.

The force of terrible, complete and incredible loss.

Inside Octavius' mind, he may not have known it, but he staggered back. Staggered back to the stairwell. More glass cut his feet. But this, he didn't know.

He could only feel that which was not there.

His Rosie was gone. Dead. Deceased. Passed away. The empty space that he had hidden under a thin layer, the gap that he had pretended to fill in had been suddenly ripped open again and widened.

How he missed her. How he missed her warm presence, her soft smile and exotic face, her gentle touch and even gentler voice. He missed the poetry that she would read to him before they fell asleep. He missed the even rise and fall of her chest as she slept.

Everything about her....

Gone.

Wait...wait, was that her? Right in front of him? Sure, she was a little shorter, a little younger looking, but it had to be her. Rather then moving his flesh and blood arm, he _felt_ it move, almost like it was disconnected from his shattered mind. Shattered like the glass. His arm gingerly caressed her hair. She must have changed her hair style as well...

"_Otto? Otto, snap out it! You're stepping on the glass! And for the love of---"_

...that wasn't Rosie's voice...

"_OTTO!" _

definitely...not.

He had a sickening feeling in his stomach. As if someone had reached down his stomach, pulled all of the organs out, and thrust them into his hand.

On the bright side, when he looked in front of him, he didn't see the shattered glass, the broken metal flying into his fusion reactor, didn't see the fallen body of his wonderful wife….

Instead, he saw a figure that it took him maybe twenty seconds to figure out exactly who she was. Her name. Almost as if he was shuffling through an unorganized file cabinet. _Katarina Morrigan. College student. Met only recently._

He opened his mouth to speak. His tongue felt like a slab of metal, "Kat?"

"Otto!" Her face was wrinkled in concern, "Otto, are you alright? You went REALLY creepy before. Maybe you should lie down. In fact, you SHOULD lie down. Tentacles, take this man to a nap. He needs one, badly."

The two arms that weren't supporting Oc glared at her.

"THAT is an order, Tentacles #1 and 2." She narrowed her eyes mockingly at the pair of mechanical actuators, who didn't move a circuit, "Alright. Don't you, like, WANT the guy you sort of live with to be in a LITTLE better health?! He looks like he's gone through hell and back."

_Sleep. Please. Rest. _

At this point, the actuators really did begin to worry. Their father didn't often speak so simply.

They had tried to hold back that pain from him, tried to tell him that they didn't need her, and all he needed was them, but to no avail. Had he not been interrupted by Miss Morrigan, the tentacles' AI had no doubt he would have continued being blasted by feelings they had tried so hard to keep out of his mind. They were making him upset. He couldn't be upset – they wouldn't let it happen.

They were noticing very, very strange activity in the man's muscles. They'd only seen this one before – right before he had removed all the water from the Hudson River from his system, through his mouth. He called this 'throwing up', though they weren't quite sure why.

Regardless of which, the arms did not know what to do. They had been so weak before, they couldn't have done anything anyway.

"Otto!" They heard Katarina's voice filter through the human's system. They quite preferred the nickname the woman often used, because it put more emphasis on them, but couldn't tell her this, unless of course, Otto spoke for them. And he did not often do so when it was something trivial like that.

The tentacles, as of recently, had been searching through Octavius' brain in their own way. Although they were only connected to his lesser brain functions, the inhibitor chip's removal had opened up several gateways. One of them was to his ears and eyes, allowing them to see through his eyes and hear more what he could, or increase both of these senses.

Only recently they'd found his motor functions. This had been a great discovery, but they realized he could sense when they were doing this, and therefore, it could only be accomplished while he was unaware – asleep or unconscious in any form. But the part of his brain that controlled his voice was still elusive to the ambitious AI. And on occasion, there were few things they'd wished more then to find it.

But they pushed that aside and dealt with their host's current situation. His stomach was still tossing, his muscles still spasming. The girl was standing above him, looking down at him with concern.

"Can't you IDIOT MACHINES see he's about to hurl?!" She glared at them, "Do something! Take him to a bathroom!"

_**Hurl?** _

_Vomit_. Otto's mind weakly injected,_ Throw up. _

The actuators DID respond to this. Otto was going to expel _something_ (what, exactly, was beyond them) and Katarina suggested the bathroom probably because of the tiled floor, making it easy to clean. The tentacles picked their symbiote up off the ground, and brought him to the bathroom.

They didn't care much for his bodily functions. And if the actuators could have been, they would have been completely disgusted as Octavius emptied the contents of his stomach onto the tiled bathroom floor.

But there were more important things then that. Right now, the current issue was the bite from the mutant spider Otto had given himself for the blood transfusion. The power of the actuators had managed to suppress it, but they couldn't forever, that much was clear. If a tentacle was destroyed like had happened with the saw, the human would realize he had acquired the powers. They needed a permanent solution to this problem, preferably fast.

They pondered on this while picking Otto up, so that he didn't collapse in his own vomit. They took the man to the other side of the bathroom, where he curled up into a ball. They were curious - he had never done this before.

_**Otto? Father? You are unwell?**_

_Rosie……_

The actuators sighed with irritation. What did he have with this other human, this Rosie? She was in many, many of his memories, and all of them made him sad. He couldn't be sad. They had been working on eroding the memories, so he didn't become so sad but this glass had reminded the man so forcefully of Rosie, their work on his memories had been crushed by the sheer power it was assaulted by.

Needless to say, they weren't pleased.

_**You don't need her, Otto, our Father. You have us now. We can be more then Rosie. Rosie was only human. **_

_You...you hid her from me.... _His mind-voice was bitter, accusing.

There wasn't much they could do besides admit it. **_Only to make you stronger, Father. The memories make you weak and sad...and we cannot have that. _**

_I need them. I need Rosie. She's dead, isn't she? _He was pleading now. Pleading to them. And they were concerned for him.

**_She lives within you, just as we do. _**They thought upon the next words, forming them carefully, **_You, us, and her are all parts of you. But a line with three endpoints is an impossibility. If you try to be such a line, you will fall. Fall to enemies like Spiderman and the hostile public. Instead, we have made it so you will be a perfectly normal line, with only two endpoints. _**

_You..._

**_What do you wish of us, Father? We are at your command, as we always are... _**They hated being his little servants...but that is what he needed to become stable. Instability in him worried them. When he was unstable, his concerns became less apparent. He was harder to manipulate when he was so out of it, as an added problem and reason to help.

_Rosie...take me...to her grave..._

If the arms could snort, they would have. They also almost WISHED for Katarina to come. The LAST thing they needed was Otto getting emotional over this woman again, standing in front of some tiny marble pillar and her dead body decomposing under the ground.

_Take me there._

**_Father... _**

_Take me there, damnit! I am your father and your creator and you will listen to me! This is an ORDER!_

**_Father...there must be some other way we can please----_**

_NOW! _

**_Miss Morrigan is here. _**

_After she goes. _

_**....Yes, Father. **_

_**We obey. **_

_**We are good children.**_

**_We will listen to you. _**


	14. 14

AN: HAH! More angst. I like this sad-chapter better then the previous one though.

Disclaimers: I do not own Ock. He belongs to Marvel. I DO own Kat. If you take Kat I will BEAT YOU. BADLY.

Dedicated to Yume ) and LRH ) for rping with me. I luff you both.

_Our Future_

.kod.

Kat winced as she watched the tentacles bring Otto into the bathroom. She did not follow, but the bathroom was only a short walk away, and she could hear him vomiting from where she was.

The weird thing was, she had no idea why. Otto had stepped in the glass, and she hadn't been there, and then she didn't hear anything, and then there was the sound of uneasy, uncertain steps and the man was looking like he'd seen a ghost. Kat had never seen him that bad. Katarina was worried.

When Katarina Morrigan was visibly worried about something, it was serious.

She pressed her ear to the door. There were no sounds, vomiting or otherwise. She opened said door and a terrible smell blasted her, but she swallowed the bile that threaten to rise in her own throat and breathed through her mouth, "Otto!"

"Kat......." His voice was weak, a whisper as he watched the floor with an unfocused eyes. His gaze was heavy-lidded, leaning against the closet bathroom door as best he could, tentacles slumping around him, "I miss my Rosie."

"She was your wife?"

He gave a fraction of a nod.

"I'm sorry. I bet she was a wonderful woman." The college student sat down next to the doctor, leaning her head on his shoulder. This time, he was too broken to comment.

There was a silence. Then, finally:

"She was the most wonderful creature in existence." Otto's voice was hollow and empty, as if something had sucked the life out of him.

"I'm sorry." Eying the tentacles, Kat continued, "You should probably get to somewhere cleaner, that smells nice. I'll clean this up for you if you want..."

"Thank you," The actuators lifted him off the ground and as quietly as possible, left the room. He shut the door behind himself, leaving Kat alone.

She opened his bathroom closet and pulled some paper towels out. And on second thought, got some air freshener too.

"When you're done," His voice drifted softly through the corridor, making Katarina wonder vaguely how long the hallway was, "Go back to your house." She didn't have time to answer before she heard the soft mechanical clanking of the arms continue until she could hear it no more.

It was nearly 2:36 AM. Otto knew this because when he asked for the time, the arms' AI insisted on being as precise as possible. They'd only given him the seconds once - after that, he told them that minutes was small enough for him.

He didn't care about being found now. The people that would find him at this time of day would be the drunken college students and the crack cocaine dealers, both of which would believe they were hallucinating.

So he clanked and smashed across rooms with reckless abandon. Well, if it had been HIS reckless abandon, he wouldn't be going very fast very far. The tentacles wanted to get this over with. And quickly. This was terribly inefficient. All this time moping over some dead pile of flesh and bones wouldn't create anything. Wouldn't get anything done. In fact, it would undo so much they had worked for, and they weren't pleased.

But their programming was kicking in. Even without the inhibitor chip, they had been designed to serve Otto's needs. He needed to see Rosie's grave, or at least, that's what they were getting from his brain signals. Octavius' brain was pretty forceful upon this. There were few things he was more focused on. One had been destroying the fusion reactor in the Hudson, the second, more recently, not killing the doctors who had attacked them so vehemently. Almost destroyed one of them.

In other words, they had too. They were forced by the brain-waves emanating from the cerebral cortex, reverberating into the neural port and overriding the self-serving intentions the actuators really had.

Again, Otto thanked the night as he descended through the streets. He reached down into a closed vendor's cart (or rather, had a happy little hole made in the awning of it) and hid something into his coat. The tentacles asked about it, but he didn't answer. Instead, with a brisk order, they were off again.

The landed outside the cemetery with a muffled THUD. The tentacles had landed on the soft wet grass. They pulled out of it almost immediately, as the wetness posed no problem, but the entire concept of getting mud in their joints seemed extremely unpleasant. They lifted him over the closed gates with ease, then slunk into his coat.

He knew where her grave was. He couldn't explain how or why, and neither could the tentacles, but he _did. _He stopped in front of a headstone, set into the ground.

Otto kneeled down on the ground and slowly dragged his fingers over the stone.

_Rosalie Michelle Harris  
Beloved Sister and Daughter  
1966-2004_

Octavius felt a lump in his throat. His Rosie was here. She was his beloved wife, though there was nothing about this. Nothing about him. Nothing about how much he had loved her, about the life they'd shared, it wasn't her life or his, it was theirs...

_**Are you done?**_

_Leave me in my peace. I do not want to hear your voices._

_**Fath—**_

_Do it._

"Hello, my Rosie..." He smiled softly down at the stone, "Are you alright,

in heaven? I hope you are......I do not think I will be joining you. Heaven is no place for freaks and monsters, or murderers like me. I have sinned so much since I killed you, Rosie. I am afraid of my own shadow."

There was a silence as he stared at the stone, head bowed.

"-....the man I see in the mirror isn't me anymore. They call me Doctor Octopus now. The man in the mirror is Doctor Octopus. You remember when I was creating the actuators, when I displayed them? They were beautiful, weren't they?" He smiled again, an expression of lost hopes and dreams, "You had suggested they could do dishes for us while you read to me. And then I said that perhaps they could hold the book, so you and I could hold hands while you read. I remember it all so clearly, now Rosie, and every time I think of it, I feel less and less like your Otto. I feel like a freak. I feel like Doctor Octopus."

He stopped, swallowing. A shiver ran through his body, though it was a windless, still night, "I'm afraid, Rosie. Afraid of them. People hate me now, you know. If you were alive, you would hate me for what I've done as well....I've hurt...even killed.. people, Rosie. I...I don't know what to do anymore."

_**Father, we hate to interrupt your peace, but someone comes...**_

He nodded in response, finally standing up. There was a rustling noise, then a soft thud, then another, followed by the faint smell of roses.

"You always loved roses, my Rosie..."

Otto Octavius glanced down at the grave again, then looked around.

_Where am I?_

_**In the cemetery, Father. **_

_I know that! Where in the cemetery? _

_**We know not. **_

_Where is the exit?_

_**There are many. **_

He heard the sound of a car being parked and glanced around. He felt the tentacles press closer to his body to try and hide even more. The doctor eyed his surroundings. No trees, nothing to hide in or under. Moving swiftly, but awkwardly (the absence of the help of the arms felt weird), he crouched behind a large stone.

"Who's there?" croaked a voice from the car, "...damn early people who insist on seeing their dead people illegally..." From the deepness, Otto decided it was a man. The actuators grumbled, the arms' sharp senses picking up the words, "Get out here and I won't arrest you!"

Otto, of course, had no intention of moving. And, of course, he didn't. He heard the wet, squishing noises of the person's feet on the wet grass, and they were getting louder. The person was coming closer.

"Alright, whoever's there, get out or I'm calling the police!" His voice raised, the faintest hints of fear picked up, "I'm getting out my phone right now!" The man took another step, his foot no longer squishing. Instead, it made a sort of rustling, crinkling noise, "What? Oh....I stepped on someone's...wait a second, there weren't roses here last night..."

One of the actuators snuck out of the coat and crept around the large tombstone, opening and letting Otto see through its eye.

The cemetery keeper was indeed a man - a tall, young man whose hair was shaved, the barest red stubble just starting to grow. There were deep bags under the boy's eyes, bags that reminded the doctor almost of his own appearance. But besides the bags, his eyes were a faded, pale blue, he suspected that once, they were clear, sparkling and bright. Otto had the distinct thought of his job sucking the life out of him. Metaphorically speaking. Hopefully, not literally.

The boy had stepped on Rosie's grave, on the roses Otto had left there. He stopped, then kneeled down, moving the flowers aside, "Oh, that's Doc Oc's wife....wonder if the creep was here. Bet he killed her."

Flames of rage burst up in Otto's mind. Him?! Kill ROSIE?! What kind of idiotic assumption would—

_**Father....hidden. **_

It was the distinctly strict voice in the AI that reminded him that he was trying to stay quiet. He squished that anger and stuffed it into a little ball, keeping silent.

_**Let us take care of him, Father, for you, for insulting your Rosie….  
Please, Father, Otto, we can take your anger and put it too good use.  
Father, our Father, our Otto..….we can do what you want to do.  
Otto, listen to us, you know we are right. We only want what is best for you. **_

_I……yes…no…_

**_Why do you waver, Father?  
Do you fear them? They have said something horrible, Father. They have insulted your Rosie._**  
**_We will make them pay, Father, if only you let us._**  
_**Please, Father, unleash us. **_

_Ye—_

He knew those words. _Unleash us……_the same words they had used the first night. The first night they had killed another – the night of the first reactor, the night of the hospital.

_No. Stay here. I will not let you kill another person. _

There was a distinct pause in his mind. Outside, of course, the boy was slowly getting closer.

"I'm here." Otto spoke quietly, standing up, the arms hiding in his coat.

"shiz…it's Doctor Octopus.." The boy mumbled, squinting at him. Apparently those blue eyes had rather good night vision, for Otto couldn't deny the fact the boys' expression was one of complete awe, "where are the tentacles?"

"Under the coat."

"Uh…are you gonna…like..kill me?" He asked, still stunned.

"I probably should," Replied the doctor, "You should know that I loved my wife more then anything in the world, and the idea of me trying to kill her is preposterous. You stepped on the roses I brought for her."

"Sorry, man, I didn't see them. I was afraid you'd be some sort of…uh…convict." Apparently, the entire fact that the boy was face-to-face with Doc Oc finally sunk in, and he began to step back, his voice finally taking a slight stutter, "I…uh...am gonna call the police on you."

"I suppose you could say I _am _a convict. But as far as calling the police goes, I'd prefer you not, really." He gave the boy a dry smile, "I'll be on my way." He touched a gloved hand to his forehead in a sort of salute, then turned, his arms slinking out of his coat, walking him away.

The boy just stared.


	15. 15

AN: I don't own Ock. I own Kat.

Short chapter. It's up early. Don't complain. I'm in a good mood.

Dedicated to Yumegari. 

_Our Future_

_KoD_

Otto landed back above Kat's window at about 3:45. He rapped on it, but at the lack of answer made him guess she was asleep. Luckily, she had kept the window open, and he entered with no problem. The apartment was several times cleaner then it had been when they had last been here – apparently the police had taken the liberty of cleaning it when they had inspected it. Or, he could figure out no other reason.

One of the actuators reached out for a television remote and clicked the button to Fox.

"This is Megan Darinia reporting for Fox Five news. We are at the scene of the next vicious attack of the man dubbed "Doctor Octopus" – Saint Paul's Hospital, where he was earlier taken to get emergency surgery to remove the mechanical tentacles attached to his back. Octopus – formerly known as Doctor Otto Octavius before a nuclear accident that did this – was thought dead until only recently, when he made his return by destroying the nightclub known as Fallen, killing one person and sending many to hospitals. Some of his victims are inside this very hospital. The multi-armed man escaped from the emergency surgery with the help of another individual, whose identity is not known and may remain so due to Octopus' most recent attack. Police forces say that the ex-nuclear scientist entered from an air vent and completely eradicated the room, thought any personal that sought to intervene were only knocked unconscious. They suspect that he did this to destroy the incriminating evidence against his accomplice."

Octavius mused on this. He was becoming more and more famous, not quite sure if he liked it or not. But it was fairly interesting to see himself on the television so often. He turned back to the television.

"……explosion. Between these two events, apparently, police were tipped off to Octopus' residence, an apartment belonging to a college student whose name will not be disclosed. The connection between the student and the mad doctor is uncertain, though when policemen arrived at the apartment, it was empty of the legal occupant and the eight-armed stowaway. Searches are underway for both. On a more tragic note, at the same time or near it, Doctor Octavius was at the residence of Harry Osborn, a high-ranking member of his father's company, Oscorp Corporation. Apparently, Mr. Osborn believed he could fight Octopus, but was rushed to the emergency room with quite a few broken bones in both in arms."

Otto leaned back and closed his eyes, one of the tentacles shutting off the TV. He thought on his fame, but after a while, he felt his eyelids grow heavy. And this was a comfortable chair. He shifted, making himself comfortable, tentacles and all, and smiled a bit.

Maybe he'd have a light nap. Yes, that sounded good. Only for an hour or something, he'd be awake well before Kat.


	16. 16

AN: I don't own Otto, he's Marvel's. I do own Kat. Steal and die. Bwahahaaha.

And thanks to Architeuthis for telling me my dates are screwy. I fixed it.

_Our Future._

_misspelled fish. (kod. Hee. )_

Kat grumbled and rolled over in her sleep. Her hand slid out from under her back and rolled to one side, the rest of her body falling over it in another roll.

"Nn.." Slowly, Kat opened her eyes, "Nnnn….class. time. What is." Her brains, at that moment, decided to click and she blinked again, "Otto."

Finally, she sat up and looked around, glancing at a clock. It was about 8 o'clock. Woah. Late. Katarina pushed off her covers and jumped out of her bed. Of course, her coordination hadn't exactly kicked in yet, so instead of standing up, she fell on her ass.

"Goddamn bed," She muttered, actually standing up and testing to make sure all of her limbs still worked. With these tests completed successfully she flung open the bedroom door and looked around, "Otto?"

Glancing around again, she got a glimpse of metal. She moved over a little bit and realized it was a tentacle slumped over the arm of her big comfy chair. Squatting down to investigate it, she noticed the actuator's eye-light dim, clearly on some sort of stand-by mode. She stood up again and looked over the top of the chair. The man had fallen asleep, his head slumped against one of the extending sides, the four tentacles lying limp around him. His face was troubled, his expression twisted into a frown.

The actuator that had been slumped over the armchair flickered to life, making Kat jump and raising above the chair and glaring as much as it could at Kat. The other three followed suit. She pressed her lips together for a moment, closed her eyes, then opened both and spoke, "Is he dreaming of what you spoke before?"

One of the tentacles nodded. It's brothers sunk back down, though this one stayed up, keeping guard carefully, unlike before.

The college student nodded back, "I'll let him sleep, then...I bet he doesn't do that much anymore…" She turned and glanced at a clock again, though that whole ten minutes really didn't mean much.

Her backpack beeped. She dropped down to the floor and opened it quickly, grabbing her celly and looking at the message, hopefully not awakening Otto.

PSYCH THIS MORNING!

"Crap. Class in a hour." Shoving the phone back into her back, she ran into the bedroom and closed the door. A quick change of clothes – the window displayed more dreary, depressing weather – resulted in her wearing her favorite jeans and a t-shirt saying, 'hi, ugly'. The door opened again, her running into the bathroom as the guarding tentacle watched her quizzically. Ten minutes was all it took for her to make herself look sensible as she walked back out, looking at the sleeping Otto, the tentacle, and finally had a very important thought.

"Damnit, the police are looking for me, they'll know who I am…" She pulled the hairtie out of her hair and replaced it lower, replacing a high bun with a low ponytail. A hooded sweatshirt was yanked out of the dirty clothes pile and thrown over her upper body, the hood slid over her head to conceal her face and a hair. With the half-asssed attempt at a disguise completed, Kat walked over and squatted down near her backpack, zipping it up. With a grunt, she threw the packed jansport over her shoulder and glanced to the tentacle, which had been steadily staring at her the entire time, "Hey, when Otto wakes up, tell him I'm at class, alright?"

The actuator nodded as Kat walked briskly pass Oc, opened her door and walking out, it closing with a slam behind her.

Then tentacle would have sighed if it could, looking down towards the three, which flickered to life. The four all looked at each other, then down at the sleeping doctor.

_**He is asleep.**_  
_**We could try it now.  
We do not think he would wake.  
Miss Morrigan is not here to interrupt us. **_

The tentacles all glared at Otto, then closed their claws.

The artificial intelligence crawled through the human's mind, skittering over his sentience like insects. Finally it stopped; diving into what they hoped was his motor functions.

Otto's hand twitched. His fingers spasmed, then clenched. His wrist flicked.

And slowly, his arm, below the elbow, lifted up. Then the rest of his arm. His elbow opened and closed, his fingers clenched and unclenched. His other arm lifted more smoothly, and the fingers on both hands touched lightly. The fingers intertwined and clenched against the opposite hand. Then they disentangled.

The actuators hissed with glee. They had done it! They could control his body! It was finally successful! Their three weeks of work on this had not been in vain – finally, they could locate the area in his brain and control it properly.

Otto grunted and his head turned to the side.

The tentacles fled out of his brain like roaches when the light came on. His arms dropped back onto the armrests and they resumed control of their own mechanical arms. That was the next step – figuring out how to control both their arms and his arms at the same time.

"Ugh…." His eyes opened slowly, groggily. He blinked downwards, then finally lifted his head up. The remembrance of where and when came easier this time. Probably because the first thing he saw when he woke up was the red eye-light of the upper-left mechanical actuator.

_**Good morning, Otto.**_

He glanced out the window. The sun was shining, the birds were singing, he could hear the traffic and the people outside.

_What…time is it?_

**_8:36 AM._**

_Where's Kat?_

**_She had to attend a college class at 9 o'clock._**

_You mean, she woke up before me?_

_**She did**._ He heard the voices strength (or chime in?) as they continued.  
**_She watched you for 38 seconds.  
She changed her clothing and her hairstyle.  
She took her carry-bag that is worn on her back._**

_How long have I been asleep?_

**_Four hours and forty- eight minutes._**

_Why didn't you wake me?_

**_You did not ask for such._**  
**_We would have if you requested._**

_…oh._

Otto slowly stood up and stretched his limbs. He looked around, and indeed, Kat's bag was gone from where it had been.

He looked out the window, wondering what to do next.


	17. 17

AN: I own Kat. I own her professor. I do not own Ock.

I don't know if I like this chapter, it rates high on the coincidence-o-meter for me. But anyway. I dedicated to erinflangan because she sent me a Christmas card. It be the brest card I ever ish received.

_Our Future_

_kod._

It would be fitting to say that Katarina was in a hurry. Flagging down the first taxi she saw and cursing her entire lack of car, she looked at the driver and just said, "43rd and 19th.. Fast, preferably."

The driver just nodded and rode off.

Kat sighed in relief. She thanked her parents and their jobs. Her mom, being a successful lawyer, had enough money to pay for Kat's rent. Her dad, a pediatric orthodontist, covered her random other bills, plus all sort of extra fees. Such as cabs. She was one hell of a spoiled college student. Ah, well, that was all well and good, considering her parents begged her to live off-campus.

She dwelled on the current situation for the rest of the ride. Her thoughts mainly focused on what Otto would do when he woke up. She could not honestly think of something for him to do – which meant the arms would do something for him, and that was never a good thing.

But the stopping of the cab in front of the familiar building was enough to snap her out of her reverie. She was dreading this. No doubt Mae had told everyone that she was protecting Otto. And they had told everyone THEY knew. Until everyone knew.

In short, she was screwed. Why did she even bother coming to class? To be arrested?

She walked hurriedly into the building, avoiding the gaze of anyone else. She knew they were staring at her – she could feel their eyes on her sweatshirt. It was hot in there, and she really wanted to take it off, but she knew she couldn't. With the same silence, she slipped into her chair in her psych class. Even the fact this was undoubtedly the coolest class, with the coolest teacher, couldn't brighten her spirits. She slunk into her chair, still very much aware of the stares at her.

"Class….listen up…class…look up at me. Quit staring at Katarina." Half of them looked up, the others didn't, "You're being assigned a project today."

There was a class-wide groan of complaint, but the teacher didn't seem to care, "You will take one individual, one that you can remain with for a good section of the time, and study their reaction to various stimuli. You will write a six-page paper, short, might I add, about their reactions and how these reaction can change due to the person's surroundings and current situation. You will do this without them knowing you are studying them. It is wise, therefore, to do it about someone who is more likely to agree to be studied as such. And of course, if you have any desire to hand it in early, because I know the complete lack of procrastination in this class, you'll receive extra credit."

The teacher, Doctor Rachel Taies, glanced at every one of her fifty-two students. They knew little about her, which half amused and half annoyed the professor. This was her part-time job, her other time spent in criminal psychology. That was where her PHD was granted. Her studies were mostly out-of-prison and out-of-court, mainly behind a desk somewhere as she figured out what drove these people, these murderers and thieves and arsonists.

Imagine her amusement, her shock, her sheer interest and curiosity, when she found out there was a connection between one of her brightest students and the criminal that had been a complete puzzle to her. Perhaps she could find out why Doctor Octopus was driven to do what he did. Rachel had quite a good feeling that Katarina already knew. So she devised this project. It seemed simple enough – with the rumors that the girl Mae (who was also in her class) had spread, it would alienate Kat from anyone else she could have tried to study. And parents, as Katarina had told her in an extra help session, were out of the question.

Kat looked up. She met her professor's eyes directly, which clearly told Kat this project was for her, her and Otto. Kat had taken a few sessions of extra help with Doctor Taies, and because of this, knew the woman's other profession. Rachel wanted to know about Otto.

"The project is due in two weeks," The teacher said, looking towards everyone else, "There is a list of stimuli for each of you to test with your unknowing subject on my desk. Now, turn to page 254 of your textbooks, and we will continue studying the insanity plea."

Kat couldn't focus on the lesson. She was nailed by her teacher's indirect request – study Otto! Study Doctor Octopus! Without him knowing! It was insane. But even so, she couldn't help wondering what her professor would do with such information. Would she give it to the police, or keep it to herself? Would she post it on the internet or grade it and hand it back as any other paper? It was these sorts of questions that bugged her throughout the hour that she spent here. She stared blankly at the textbook, the words beyond her. Pages didn't turn, and she would have been amazed if she even blinked while she thought of the sheer size of the task in front of her.

Her professor sympathized with her. She had given the girl quite a bad burden – study a very, very dangerous man without him knowing. And if he knew, well, then Rachel just pitied Kat. There was no telling what sort of relationship the two had. And the doctor also knew that Katarina was a perfectionist in this class – she'd beat herself if she didn't' get an A on this. Doctor Taies was half proud of her way she had just about forced the thing upon Kat, but in another way, she was ashamed of herself. She didn't call on the stunned girl once, nor did she ask anything of her. Rachel had already asked quite enough of Kat for today.

The hour slid by. Slid by like mud through fingers, and the ringing bell did not snap her out of her reverie. She just stared at the book, still uncomprehending at the task that had been put at her feet. It was amazing. Extraordinary. Gigantic.

And yes, was it not exactly what she really wanted? To study the tentacle-boy, his own strange existence in a hostile world with only an artificial intelligence that thirsted for destruction by his side? It must be insane. And to keep such a cool head in the way that he did, despite everything they went through now and everything she read in the papers about him and the fusion machine, must have been one hell of a job. He was still sane. He was still lucid.

She was impressed.

"Katarina, the bell rung." Her professor placed a hand on her shoulder.

"What? Oh…sorry…" She closed the book and stood up, tossing it into the old backpack that had seen far too much abuse.

"Everyone else has gone."

"yeah, I see that…"

"You know why I assigned this?"

"You want me to study Ott -- Doctor Octopus." Not Otto. The professor probably couldn't have cared about Otto. It was Doctor Octopus she wanted to know about, right? The criminal. The combined force of the arms and the man.

"Not just the criminal, but if the relationship between you two is peaceful—"

"Why would he hurt me?!" She said, turning to face her professor, her temper flaring, "he's not such a bad guy, you know! There's more to him then that! He's not just some homicidal psycho like everyone you deal with! It's those fuckin' arms he deals with that made him like that!"

"Calm down, Katarina." She gave the student a soft smile, "I know. I deal with people like that everyday, and quite a few of them are deeper then you'd think."

Kat pursed her lips. She nodded quietly, "I'll hand it in whenever."

"Of course. The sheets on are my desk."

Standing up quietly, the student grabbed her backpack, walked down the steps of the classroom, picked up a sheet from her teacher's desk, and left her teacher standing there.


	18. 18

AN: Ock isn't mine. Kat is. Thankee. I don't like this chapter much. Egh.

Our Future

.k.o.d.

Katarina read over the sheet somewhat numbly. The words still flew partially over her head, that is, until she read what she was 'testing' him by.

Your list of stimuli for your subject will include, but is not limited to, these:

Giving your subject a gift they want.

Making unwanted physical contact with your subject.

Doing something your subject would not expect from you.

Doing something your subject would expect from you.

Helping your subject with a task they know they are capable of themselves.

Merely annoying your subject

Please list three additional stimuli that are specific to your subject.

1.

2.

3.

"She did this for Doctor Octopus.." The girl mumbled absentmindedly, shoving the paper into her pocket and completely disregarding the backside of it. Staring at the ground as she walked down the steps of the hallway, she sighed to herself. This was going to be crazy.

Her ears began to hear noises outside. Strange noises, sort of like a mosh with no music. It got louder as she got closer to the door, and she peered through the glass in the door and saw them.

Oh God.

Oh. GOD.

Oh. My, FUCKING. God.

She backed up a few steps.

The fuckin paparazzi is after me.

She backed up the steps again and leaned against the wall in amazement. She needed to avoid them.

Otto could distract them. He had a very certain distracting thing about him. Maybe it was the mechanical arms.

She dropped her backpack and unzipped it, pulling out her cellphone. She dialed her apartment number, praying.

Ring…..ring……ring…..ring….

"DAMNIT Otto, pick it up!" She growled.

Ring..ring…ring……ring…HI! Her voicemail said happily, You've reached the pit of doom. That's Katarina Morrigan to all of you mortals. Leave a message and a number and I'll steal your soul later! Byeeeee!

"Otto if you're there, pick up, it's Kat," She said tersely into the phone, waiting a few moments, "If you're screening this Otto, I need you to get to the big silvery building on 43rd and 19th, as soon as tentacledly possible. Like now. The press are out there and—

Kat? Otto's voice finally came in from the phone at her house Kat, what are you doing at class? You should know better then to be out.

"Quit chastising me and help!"

43rd and 19th……I'm on it… There was the sound of the phone being hung up. Kat turned off her own celly and looked around patiently.

She was only half-surprised to see her professor come her way, "Why are you still inside, Katarina?"

"If I go out there I'll get maimed by the press," The girl pointed down the stairs, "So I'm here."

"They're not going to move," replied the adult matter-of-factly, "You can stay here for hours and they probably won't."

"I guess I can hope." She silently prayed Rachel would believe her bad lie, "And anyway maybe something exciting'll happen that'll draw their attention. You know how it is, you can never really figure out when to expect anything." Tapping her foot nervously, she looked up and back to the wall behind her, trying to hear the tentacles crashing against the brick and cement, "So I'm just praying here and stuff, you know how it is….."

Taies gave her a dubious look but said nothing, walking down the steps, "I will see you tomorrow."

"….I hope."

The professor shoved her way through the media, ignoring them pleasantly. The mob turned back to the door, waiting for her.

She looked at the time on her cell phone – time was passing very slowly. Inhumanly slowly, for that matter, and she wasn't happy about it. Not only that, but she was developing an extreme migraine.

Having no idea when the hell Otto would arrive (if at all), she dropped her backpack to the ground next to her and pulled out her CD player. A familiar orange CD was set inside of it, and she pulled her headphones over her ears and set the music on as high as it could go.

"December 24th, 9 PM, Eastern Standard Time from here on in I shoot without a script. See if anything, comes of it, instead of my old shit…" She half-sung, the broadway musical making her temporarily forget what was going on around her. About 15 minutes pass of her listening to her own off-key voice, "What'd you forget? Got a Light? I know you, you're – you're –"

THUNK THUNK THUNK THUNK

Kat glanced over. Was her music skipping? Was there something happening out there? Was it Otto? She shrugged, then went back, "What you staring at? Nothing, your hair in moonlight. You look familiar, can you –"

THUNK THUNK THUNK THUNK

Okay, she'd defiantly heard something that time. She turned the music off and glanced outside – the press was still there, and she saw no sigh of Otto.

CRASH CRASH CRASH.

She looked around – saw no one except herself and the paparazzi.

Something hit her in the head. Something sort of soft. Something white and plast –

Wait a second…

Something white and plastery.

Kat looked up. There was a nice sized hole in the ceiling, and in the center stood a man in a coat, supported by four mechanical arms. They dropped him inside safely, then looked at Kat then to the press, hissing and spitting as much as they could.

"Don't leave again." His voice was stern, condescending, "You should have figured this one out on your own."

"I'm sorry, alright? Can you just get us both out of here?" Katarina tapped her foot impatiently, setting the CD player and headphones away. She slung the backpack over her shoulder after zipping it, and when Otto gave a curt nod, she jumped on his back.

The tentacles reached for the new hole in ceiling and pulled them both up to the second story. Here the glass was broken in, clearly used for the doctor's entrance and now exit.

As the two climbed out, the media noticed her on his back. Pictures were taken. Many, many pictures.

"Your house," She said to him. His heart dropped. He couldn't go back there. Couldn't go back to the memories he'd seen there, the broken glass, the cemetery…

He jumped, grabbing onto a building. The arms pulled him upwards, out of side from the press. He heard sirens as well, one tentacle opening and listening intently. It snapped shut and screeched to Otto, who nodded.

"Spiderman's heading from that way. We'll have to head to your apartment."

This was a lie, of course. Spiderman wasn't coming, and the police were just about everywhere. His actuators began to scale the building and set them both on the top of it, "We can't go to my apartment!" She squeaked, "Won't police be there?!"

"How could they be there, Kat, when they're all right down here." He gave her a sidelong look, and one tentacle snapped at her.

"Alright, alright, cool it.." Eyeing the snapped tentacle, she clung tightly to Otto's neck as he jumped out into the air, the top arms grabbing the concrete of the next skyscraper as they headed back to the apartment.


	19. 19

I do not own Doctor Octopus. I own Kat and Halley.

Our Future

_kod_

The girl Halley Megan Rhesus had seen more then one psychologist, and all of them had given the same verdict: perfectly sane, just rebelling. And eccentric. Very, very much so.

Halley was a sharp contrast from Mae. Barely hitting five feet, she stood thin but short, weighing only just 110 pounds. Her clothing was written on, jeans torn and shirts cut up, but all done in an almost-maybe-sort-of neatness. Her hair was (at this moment) in dreadlocks coming down to her shoulders and splayed in every direction, dyed red and green at the tips. (This had given her the name "Christmas tree") That, of course, could change, as she was one of those people who insisted on looking radically different every month, which inspired the concept of people meeting her five or six times over. She was also wearing a too-short shirt baring 'Save the Animals!', part of her activist and speaking out nature, and a pair of flannel plaid red and white pants. Barefoot, she stalked around one of the two apartments that had been gifted to her, pacing next to the window.

It was crazy, what she'd done. But Kat was her best friend, since as long as she could remember, and at this point in time, she almost maybe sort of wanted to meet Doctor Octopus. He sounded sort of interesting. And the threat was interesting, too. So she abruptly decided a prompt, 'oh hell', and called the girl up, asking her and her octopus companion to live with her.

Her biology major (specification in neurology), was another reason. Halley had heard the screeching and clicking in the background as Octopus had spoken – did those things attached to the doctor talk to him? She knew all about the inhibitor chip, the artificial intelligence, the things he'd spoken of at the demonstration (though Kat's friend's friend), and it interested her as much as it terrified her. A few very, very nice contacts had managed to get her some more interesting facts – the entire thing with the wires in his spine, how and what and the connection.

She had no idea when they'd get here, no idea what to say or do or what. It was clear that Kat and the mad scientist had some sort of decent relationship – otherwise they wouldn't be escaping together.

She sat down at mulled about this while the TV blared in the background. There was a person in front of Kat's apartment complex speaking into a microphone, live, of course. The words didn't reach her though, and the big red print upon today's Daily Bugle had moved out her mind faster then….then a lot of things.

There was a sharp rap. She turned, her stomach twisting. Otto Octavius was hanging in front of her window. Behind him, Kat's head was seen, her arms around his neck.

She opened the window with a shaking hand. The man dropped inside and the girl dropped off him, and dropped her bag.

"Uh, Hi, Kat."

"Halley!" The girl ran over and hugged her dreadlocked friend, lifting her off the ground, "Oh my god, I've missed you SO much, but now since all of this crap happened I've missed you even more and I don't know I'm just...oh and thanks for the apartment, I would never have thought of you to do this or to do whatever, and Oh, my god, how can I thank you or whatever?"

"Kat, I can't breathe," squeaked Halley. She was set down by Kat and looked up and down Otto.

"Nice to meet you, Halley." Otto Octavius replied, watching the girl from behind dark lenses, his voice a smooth, emotionless tone. All four actuators were open behind him, all four of them watching her.

"Hi."

Stunned would be a clear understatement. Frozen on the spot, jaw half dropping, staring at the doctor, Halley just…just stared.

"I trust you are surprised," Otto continued leisurely, smirking, "In which case, I shall continue to speak. I mean you no harm, as long as you don't call the press, tell anyone we're here, or let anyone over your house. Is that clear?" One tentacle snapped over his shoulder.

Halley's dreadlocks bounced.

"I'll take that for a nod. I don't think you need me to explain it to you, if you saw what I did to Harry Osborn."

"You did that!" Kat peered at him, frowning, "Bad tentacled Doctor!"

"He deserved it." Octavius replied, shrugging, "And if you heard what he said, you would think so to."

"So..um…………..hungry?" Squeaked Halley, still not moving.

"Yes, actually, we think so." He smiled smugly over at Kat, who just glared back, crossing her arms, "Would you care to get something for us?"

"SURE!" She bolted.

"That's HORRIBLE, Otto! The poor girl's scared to death of you and you're like…enslaving her or some shit! BAD OTTO!" She pointed a disapproving finger at him, "You're better then that."


End file.
